exv10w5



 





Exhibit 10.5




PROMISSORY NOTE




			
	 	 	 
	$75,000.00
	 	As of September 19, 2007
	Tequesta, Florida	 	 






     Atlas
Acquisition Holdings Corp. (“Maker”) promises to pay to the order of James N. Hauslein
(“Payee”) the principal sum of SEVENTY-FIVE THOUSAND and 00/100 dollars ($75,000.00) in lawful
money of the United States of America on the terms and conditions described below.



     1. Principal.
The principal balance of this Note shall be repayable within 60 days
following the date on which Maker consummates an initial public offering of its securities.



     2. Interest.
The principal balance of this Note shall bear interest at the rate 5% per
annum, calculated daily on the basis of actual days elapsed over a 360-day year.



     3. Application
of Payments. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys’ fees, then to the payment in full of any late charges, then
to the payment in full of any accrued interest, and finally to the reduction of the unpaid principal

balance of this Note.



     4. Events of Default. The following shall constitute Events of Default:



          (a) Failure to Make Required Payments. Failure by Maker to pay the
principal of or accrued interest on this Note within five (5) business days following the date
when due.




          (b)
Voluntary Bankruptcy, etc. The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation, or other
similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of
corporate action by Maker in furtherance of any of the foregoing.




          (c) Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a
court having jurisdiction in the premises in respect of Maker in an involuntary case under the
Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency, or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of
its property, or ordering the winding-up or liquidation of the affairs of Maker, and the
continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.




     5. Remedies.



          (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the





 









 







principal amount of this Note, and all other amounts payable hereunder, shall become immediately
due and payable without presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, anything contained herein to the contrary notwithstanding.




          (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases without any action on the part
of Payee.




     6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to this Note, all errors, defects, and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.



     7. Unconditional Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver,
or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to Maker or affecting its liability
hereunder.



     8. Notices. Any notice called for hereunder shall be deemed properly given if (i)
sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched
by any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by facsimile, or (v) sent by e-mail, to the following addresses or to such other
address as either party may designate by notice in accordance with this Section:


If to Maker:



Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

521 Old Dixie Highway

Tequesta, Florida 33469

Phone:(772)546-6108

Attn: James N. Hauslein




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If to Payee:



James N. Hauslein

c/o Hauslein & Company, Inc.

521 Old Dixie Highway

Tequesta, Florida 33469

Phone: (772) 546-6108



Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail transmission
was received by the receiving party’s on-line access provider, (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express
mail or delivery service.




     9. Construction.
This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the State of Delaware.



     10. Severability. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be
duly executed the day and year first above written.



	 	 	 	 	 
	 	ATLAS ACQUISITION HOLDINGS CORP.

 	 
	 	By:  	/s/ James N. Hauslein
 	 
	 	 	Name:  	James N. Hauslein 	 
	 	 	Title:  	Chairman of the Board, Chief Executive Officer, and Treasurer 	 
	 




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PROMISSORY NOTE




			
	 	 	 
	$75,000.00
	 	As of September 19, 2007
	Tequesta, Florida	 	 






     Atlas
Acquisition Holdings Corp. (“Maker”) promises to pay to the order of Promethean
Investments LLP (“Payee”) the principal sum of SEVENTY-FIVE THOUSAND and 00/100 dollars
($75,000.00) in lawful money of the United States of America on the terms and conditions described
below.



     1. Principal.
The principal balance of this Note shall be repayable within 60 days
following the date on which Maker consummates an initial public offering of its securities.



     2. Interest.
The principal balance of this Note shall bear interest at the rate 5% per
annum, calculated daily on the basis of actual days elapsed over a 360-day year.



     3. Application
of Payments. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorneys’ fees, then to the payment in full of any late charges, then
to the payment in full of any accrued interest, and finally to the reduction of the unpaid principal

balance of this Note.



     4. Events of Default. The following shall constitute Events of Default:



          (a) Failure to Make Required Payments. Failure by Maker to pay the
principal of or accrued interest on this Note within five (5) business days following the date
when due.




          (b) Voluntary Bankruptcy, etc. The commencement by Maker of a voluntary
case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation, or other
similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such
debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.




          (c)
Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a
court having jurisdiction in the premises in respect of Maker in an involuntary case under the
Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency, or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of
its property, or ordering the winding-up or liquidation of the affairs of Maker, and the
continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.




     5. Remedies.



          (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the




 









 




principal amount of this Note, and all other amounts payable hereunder, shall become immediately
due and payable without presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, anything contained herein to the contrary notwithstanding.




          (b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases without any action on the part
of Payee.




     6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to this Note, all errors, defects, and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under execution, or providing for
any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.



     7. Unconditional
Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to Maker or affecting its liability
hereunder.



     8. Notices. Any notice called for hereunder shall be deemed properly given if (i)
sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched
by any form of private or governmental express mail or delivery service providing receipted delivery,
(iv) sent by facsimile, or (v) sent by e-mail, to the following addresses or to such other
address as either party may designate by notice in accordance with this Section:


If to Maker:



Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

521 Old Dixie Highway

Tequesta, Florida 33469

Phone: (772) 546-6108

Attn: James N. Hauslein




2









 





If to Payee:



Promethean Investments LLP

3rd Floor, Exchange House

54-62 Athol Street

Douglas

Isle of Man IM1 1JD



Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the
date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail transmission
was received by the receiving party’s on-line access provider, (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by express
mail or delivery service.




     9. Construction.
This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the State of Delaware.



     10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



[Signature Page to Follow]




3









 





     IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be
duly executed the day and year first above written.



ATLAS ACQUISITION HOLDINGS CORP.



	 	 	 	 	 
	 	 	 
	 	By:  	 /s/ James N. Hauslein
 	 
	 	 	Name:  	James N. Hauslein 	 
	 	 	Title:  	Chairman of the Board, Chief Executive Officer, and Treasurer 	 
	 




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