exv10w1



 






Exhibit 10.1




[FORM OF LETTER AGREEMENT]




[                    ], 2007




Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455

Attn: James N. Hauslein




Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, New York 10020




Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036




     Re: Initial Public Offering



Ladies and Gentlemen:




     Lazard Capital Markets LLC and Morgan Stanley & Co. Incorporated are acting as the
representatives of the underwriters (the “Representatives”) of the initial public offering
(the “IPO”) of units (the “Units”) consisting of one share of Common Stock of Atlas
Acquisition Holdings Corp. (the “Company”), and one warrant (a “Warrant”), each
whole Warrant entitling the holder thereof to purchase one share of Common Stock of the Company.
Lazard Capital Markets LLC, Morgan Stanley & Co. Incorporated, and any other underwriters are
referred to collectively as the “Underwriters.” The undersigned stockholder, officer,
and/or director of the Company, in consideration of the Underwriters underwriting the IPO, hereby
agrees as set forth below. Certain capitalized terms used herein are defined in Section 1 hereof.



          1. As used herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating
business selected by the Company; (ii) “Founders” shall mean all stockholders, officers,
and directors who are stockholders of the Company immediately prior to the IPO; (iii) “Common
Stock” shall mean the Company’s common stock, par value $0.001 per share; (iv) “Founders’
Shares” shall mean all of the shares of Common Stock of the Company owned by the Founders prior
to the IPO; (v) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
IPO; and (vi) “Founders’ Warrants” shall mean all Warrants owned by the Founders prior to,
or purchased substantially simultaneously with, the IPO.




          2. If the Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Founders’ Shares owned by him or it in accordance with the majority of
the votes cast by the holders of the IPO Shares.




          3. In the event that the Company fails to consummate a Business Combination within 24 months
from the effective date (the “Effective Date”) of the registration statement relating to
the IPO (such date being referred to herein as the “Termination Date”), the undersigned, to
the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), will
(i) cause the trust account established under the Investment Management Trust Agreement to be
entered into between the Company and American Stock Transfer & Trust Company (the “Trust
Account”) to be liquidated and distributed to the holders of IPO Shares, and (ii) take all
reasonable actions within his power to cause the Company to liquidate as soon as reasonably
practicable. The undersigned hereby waives any and all right, title, interest, or claim of any kind
(“Claim”) to participate in any
liquidating distribution of the Trust Account as part of the Company’s plan of distribution
with respect to the



 









 







Atlas Acquisition Holdings Corp.

Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated

Page 2



Founders’ Shares if the Company fails to consummate a Business Combination and
the Trust Account is consequently liquidated and hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements with the Company. The
undersigned acknowledges and agrees that there will be no distribution from the Trust Account with
respect to any Warrants, all rights of which will terminate on the Company’s liquidation. [THIS
PROVISION FOR JAMES HAUSLEIN AND GUARAV BURMAN ONLY: In the event of the liquidation of the Trust
Account, the undersigned agrees to indemnify and hold harmless the Company against any and all
loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) which the Company may become
subject as a result of any claim by any vendor, service provider, financing provider or other
person who is owed money by the Company for services rendered or products sold or contracted for,
or by any target business, but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount of funds in the Trust Account and only if such
a vendor or prospective target business does not execute an agreement waiving any claims against
the Trust Account. Additionally, in the case of a prospective target business that did not execute
a waiver, such liability will only be in an amount necessary to ensure that public stockholders
receive no less than $10.00 per share upon liquidation.]




          [4. In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.] [TBD: Specific conflicts for each party.]




          5. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination with any company with which the undersigned has had any discussions, formal or
otherwise, prior to the consummation of the IPO, with respect to a Business Combination.




          6. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any of the Founders unless the
Company obtains an opinion from an independent investment banking firm that the business
combination is fair to the Company’s stockholders from a financial perspective.




          7. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive and will not accept any compensation for services
rendered to the Company prior to, or in connection with, the consummation of the Business
Combination (such date being referred to herein as the “Consummation Date”); provided,
however, that commencing upon the Consummation Date, Hauslein & Company, Inc. shall be allowed to
charge the Company $10,000 per month to compensate it for certain administrative, technology, and
secretarial services, as well as the use of certain limited office space, until the earlier of the
Company’s consummation of a Business Combination or its liquidation. The undersigned, and certain
existing officers, directors, stockholders, or affiliates of the Company, shall also be entitled to
reimbursement from the Company for the out-of-pocket expenses incurred by them in connection with
certain activities on the Company’s behalf, such as identifying and investigating possible business
targets and Business Combinations.




          8. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in
the event the undersigned, any member of the family of the undersigned, or any affiliate of the
undersigned originates a Business Combination.




          9. The undersigned will, pursuant to and subject to the terms of an Escrow Agreement to be
entered into by and among the Company, the Founders, and American Stock Transfer & Trust Company,
as escrow
agent, escrow all Founders’ Shares held by the undersigned, directly or indirectly, until the
date that is one year after



 









 







Atlas Acquisition Holdings Corp.

Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated

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the consummation of a Business Combination, and any Founders’ Warrants
purchased by the undersigned, directly or indirectly, until the date that is 90 days after the
consummation of a Business Combination; provided, however, that the foregoing sentence shall not
apply to transfers (A) to an entity’s members upon its liquidation, (B) to relatives and trusts for
estate planning purposes, or (C) by private sales made at or prior to the consummation of a
Business Combination at prices no greater than the price at which such shares or warrants were
originally purchased; provided, however, that with respect to each of the transfers described in
clauses (A), (B), and (C) of this sentence, prior to such transfer, the transferee, or the trustee
or legal guardian on behalf of any transferee, agrees to the terms of this letter.




          [10. [THIS PROVISION IS FOR DIRECTORS ONLY.] The undersigned agrees to be a Director of the
Company until the earlier of the consummation by the Company of a Business Combination or the
dissolution and liquidation of the Company. The undersigned’s biographical information furnished
to the Company and the Representatives and attached hereto as Exhibit A is true and accurate in all
respects, does not omit any material information with respect to the undersigned’s background and
contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K,
promulgated under the Securities Act of 1933, as amended. The undersigned’s Questionnaire
furnished to the Company and the Representatives and annexed as Exhibit B hereto is true and
accurate in all respects. The undersigned represents and warrants that:




               (a) he is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;



               (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud, or
(ii) relating to any financial transaction or handling of funds of another person, or (iii)
pertaining to any dealings in any securities and he is not currently a defendant in any such
criminal proceeding; and



               (c) he has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied,
suspended or revoked.]



          11. The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the
Company’s Certificate of Incorporation to extend the period of time in which the Company must
consummate a Business Combination prior to its liquidation. This paragraph may not be modified or
amended under any circumstances.




          12. [THIS PROVISION FOR JAMES HAUSLEIN AND GUARAV BURMAN ONLY: In the event that the Company
does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary
to complete such liquidation and agrees not to seek repayment for such expenses.]




          [13. [THIS PROVISION IS FOR DIRECTORS ONLY.] The undersigned has full right and power,
without violating any agreement by which he is bound, to enter into this Agreement and to serve as
a Director of the Company.]




          14. The undersigned acknowledges and understands that the Underwriters and the Company will
rely upon the agreements, representations and warranties set forth herein in proceeding with the
IPO.




          15. This Agreement shall be binding on the undersigned and such person’s respective
successors, heirs, personal representatives and assigns. This Agreement shall terminate on the
earlier of (i) the date upon which a Business Combination is consummated, or (ii) the Termination
Date; provided, however, that any such termination shall not relieve the undersigned from any
liability resulting from or arising out of any breach of any agreement or covenant hereunder
occurring prior to the termination of this Agreement.




 









 








Atlas Acquisition Holdings Corp.

Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated

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          16. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to the Representatives and its legal representatives or agents
(including any investigative search firm retained by the Representatives) any information they may
have about the undersigned’s background and finances (“Information”), purely for the
purposes of the Company’s IPO (and shall thereafter hold such information confidential). Neither
the Representatives nor its agents shall be violating the undersigned’s right of privacy in any
manner in requesting and obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.




          17. The undersigned hereby waives his or its right to exercise conversion rights with respect
to any Founders’ Shares owned by the undersigned, directly or indirectly, and agrees that he or she
will not seek conversion for cash with respect to such Founders’ Shares in connection with any vote
to approve a Business Combination (as is more fully defined in the final prospectus relating to the
IPO).




          18. In order to induce you and the other Underwriters to enter into the proposed Underwriting
Agreement in connection with the IPO, the undersigned hereby agrees to execute an escrow agreement
among the Founders, the Company, and American Stock Transfer & Trust Company simultaneously with
the execution of the proposed Underwriting Agreement, whereby a portion of the undersigned’s
Founders’ Shares 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 such Founders’ Shares
shall be cancellable as set forth below (the “Cancellable Shares”). The undersigned
understands that (i) if the Underwriters do not exercise any part of their over-allotment option,
then the undersigned’s Cancellable Shares shall be cancelled upon expiration of the over-allotment
option, and the undersigned will receive no consideration for such cancellation, and (ii) if the
Underwriters exercise their over-allotment option in part, a pro rata amount of the undersigned’s
Cancellable Shares shall be cancelled, and the undersigned will receive no consideration for such
cancellation.




          19. This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The undersigned hereby agrees that
any action, proceeding or claim against the undersigned arising out of or relating in any way to
this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.




          20. No term or provision of this Agreement may be amended, changed, waived, altered or
modified except by written instrument executed and delivered by the undersigned with the written
consent of the Company and the Representatives.




[Signature Page Follows]




 









 








Atlas Acquisition Holdings Corp.

Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated

Page 5




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	James N. Hauslein