exv10w3



 





Exhibit 10.3





STOCK ESCROW AGREEMENT



     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”).



     Whereas,
the Company has entered into an Underwriting Agreement, dated
January 24, 2008 (the
“Underwriting Agreement”), with Lazard Capital Markets LLC and Morgan Stanley & Co.
Incorporated acting as representatives (the “Representatives”) of the several underwriters
(collectively, the “Underwriters”), pursuant to which, among other matters, the
Underwriters have agreed to purchase up to 23,000,000 units (the “Units”) of the Company.
Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), and one Warrant, each Warrant to purchase one share of Common Stock, all
as more fully described in the Company’s final prospectus, dated
January 24, 2008 (the
“Prospectus”) comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-146368) under the Securities Act of 1933, as amended (the “Registration
Statement”), declared effective on
January 23, 2008 (the “Effective Date”).



     Whereas, the Founders have agreed as a condition of the sale of the Units to deposit certain
of their shares of the Company, as set forth opposite their respective names in Exhibit A attached
hereto (collectively “Escrow Securities”), in escrow as hereinafter provided.



     Whereas, the Company and the Founders desire that the Escrow Agent accept the Escrow
Securities, in escrow, to be held and disbursed as hereinafter provided.



     Now,
therefore, in consideration of the premises and the mutual
covenants, representations, and warranties contained herein and
intending to be legally bound hereby, the parties hereto agree as
follows:




	 	1.	 	Appointment of Escrow Agent. The Company and the Founders hereby appoint the
Escrow Agent to act in accordance with and subject to the terms of this Agreement and
the Escrow Agent hereby accepts such appointment and agrees to act in accordance with
and subject to such terms.
	 
	 	2.	 	Deposit of Escrow Securities. On or before the Effective Date, each of the
Founders shall deliver to the Escrow Agent certificates representing his or its
respective Escrow Securities, to be held and disbursed subject to the terms and
conditions of this Agreement. Each of the Founders acknowledges that the certificate
representing his or its Escrow Securities may be legended to reflect the deposit of such
Escrow Securities under this Agreement. An amount equal to 15% of
each Founder’s Escrow
Securities shall be cancellable as set forth below (the “Cancellable Shares”).
In the event that (i) the Underwriters do not exercise any part of their over-allotment
option, then each Founder’s Cancellable Shares shall be cancelled upon expiration of
the over-allotment option, and the Founder will receive no consideration for such
cancellation, or (ii) the Underwriters exercise their over-allotment option in part, a
pro rata amount of each Founder’s Cancellable Shares shall be cancelled, and the
Founder will receive no consideration for such cancellation.
	 
	 	3.	 	Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow
Securities until the date that is one year from the date of
consummation of a Business Combination (as such term is defined in
the Amended and Restated Certificate of Incorporation of the Company)
by the Company (the “Escrow Period”), on which date it
shall, upon written instructions from the Company or Company counsel,
disburse each of the Founder's Escrow Securities to such Founder less
any canceled Cancellable Shares; provided, however, that if the
Escrow Agent is notified by the Company pursuant to Section 6.7
hereof that the Company is being liquidated at any time during the
Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Securities; provided further,
that if, after the Company consummates a Business Combination (as
such term is defined in the Amended and Restated Certificate of
Incorporation of the Company), (i) the last sales price of the
Company's common stock equals or exceeds $18.00 per share (as
adjusted for any stock splits) for any 20 trading days within any
30-trading-day period or (ii) it (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange, or
other similar transaction which results in all of the stockholders of
such entity having the right to exchange their shares of Common Stock
for cash, securities, or other property, then the Escrow Agent will,
upon receipt of a certificate executed by the Chief Executive Officer
or Chief Financial Officer of the Company, in form reasonably
acceptable to the Escrow Agent, certifying that such result has
occurred or transaction is being consummated, release the Escrow
Shares to the Founders. The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the Escrow
Securities in accordance with this Section 3.







 









 






	 	4.	 	Rights of Founders in Escrow Securities.





          4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letters described in
Section 4.4 hereof, and except as herein provided, the Founders shall retain all of their rights as
stockholders of the Company during the Escrow Period, including, without limitation, the right to
vote their Escrow Securities.




          4.2 Dividends and Other Distributions in Respect of the Escrow Securities. During the Escrow
Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the
Founders, but all dividends payable in stock or other non-cash property (the “Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.
As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash
Dividends distributed thereon, if any.




          4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer, or other
disposition may be made of any or all of the Escrow Securities
except, with respect to (a) an entity that is a Founder, (i) to any
entity controlling, controlled by, or under common control with such
entity, or to any stockholder, member, partner, or limited partner of
such entity, or (ii) by private sales made at or prior to the
consummation of a business combination at prices no greater than the
price at which the shares were originally purchased, and (b) with
respect to a Founder who is an individual, (i) by gift to a member of a
Founder’s immediate family or to a trust, the beneficiary of which is a Founder or a member of a
Founder’s immediate family, (ii) by virtue of the laws of descent and distribution upon death of
any Founder, (iii) pursuant to a qualified domestic relations
order, or (iv) by private sales made at or prior to the consummation
of a business combination at prices no greater than the price at
which the shares were originally purchased; provided, however, that such permissive transfers may be implemented
only upon the respective transferee’s written agreement to be bound by the terms and conditions of
this Agreement and of the Insider Letter signed by the Initial
Stockholder transferring the Escrow Securities. During the Escrow
Period, no Founder shall pledge or grant a security interest in, or
any option or other right to acquire, his, her, or its Escrow
Securities or grant a security interest in his, her, or its rights
under this Agreement.




          4.4 Insider Letters. Each of the Founders has executed a letter agreement with the
Representatives and the Company, as indicated on Exhibit A hereto, and each of which is filed
as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Founder in certain events, including but not limited to the liquidation of the
Company.





	 	5.	 	Concerning the Escrow Agent.





          5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted
by it in good faith and in the exercise of its own best judgment, and may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of
counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other
paper or document (not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained) which
is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification,
termination, or rescission of this Agreement unless evidenced by a writing delivered to the Escrow
Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto.




          5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company
from and against any expenses, including reasonable counsel fees and disbursements, or loss
suffered by the Escrow Agent in connection with any action, suit, or other proceeding involving any
claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than
expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in
writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may
commence an action in the nature of interpleader in an appropriate court to determine ownership or
disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any
appropriate court or it may retain the Escrow Securities pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under
what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of this
Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to
Sections 5.5 or 5.6 below.




          5.3
Compensation. The Escrow Agent shall be entitled to receive
reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to
reimbursement from



2









 






the Company for all reasonable expenses paid or incurred by it in the administration of its
duties hereunder including, but not limited to, all legal counsel, advisors’, and agents’ fees and
disbursements, and all taxes or other governmental charges.




          5.4 Further Assurances. From time to time on and after the date hereof, the Company and the
Founders shall deliver or cause to be delivered to the Escrow Agent such further documents and
instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder.




          5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its duties as
escrow agent hereunder by its giving the other parties hereto written notice and such resignation
shall become effective as hereinafter provided. Such resignation shall become effective at such
time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company,
the Escrow Securities held hereunder. If no new escrow agent is so
appointed within the 90 day
period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow
Securities with any court it reasonably deems appropriate.




          5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its
duties as escrow agent hereunder if so requested in writing at any
time by the Company and a majority in interest of the Founders, jointly; provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in Section 5.5.




          5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be
relieved from liability hereunder for its own gross negligence or its own willful misconduct.



          5.8
Waiver. The Escrow Agent hereby waives any and all right,
title, interest, or claim of any kind ("Claim") in or to any
distribution of the Trust Account (as defined in that certain
Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Escrow Agent as trustee
thereunder), and hereby agrees not to seek recourse, reimbursement,
payment, or satisfaction for any Claim against the Trust Account for
any reason whatsoever.



	 	6.	 	Miscellaneous.





          6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall
be construed in accordance with the laws of the State of New York for
contracts made and to be wholly performed within such state, without
giving effect to conflicts of law principles that would result in the
application of substantive laws of another jurisdiction. Each of the
parties hereby agrees that any action, proceeding, or claim against it
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. Each of the parties hereby waives any objection
to such exclusive jurisdiction and that such courts represent an
inconvenient forum.




          6.2 Third Party Beneficiaries. Each of the Founders hereby acknowledges that the Underwriters
are third party beneficiaries of this Agreement and this Agreement may not be modified or changed
without the prior written consent of the Representatives.




          6.3
Entire Agreement. This Agreement together with the Insider
Letters as referenced herein contain the entire agreement of the parties hereto with
respect to the subject matter hereof and, except as expressly provided herein, may not be changed
or modified except by an instrument in writing signed by the party to
be charged and by the Representatives.




          6.4 Headings. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation thereof.




          6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors, and assigns.




          6.6 Notices. Any notice or other communication required or which may be given hereunder shall
be in writing and either be delivered personally or be mailed, certified, or registered mail, or by
private national courier service, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if mailed, two days after the date of mailing, as follows:



If to the Company, to:



Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455




3









 







Attn: James N. Hauslein



If to a Stockholder, to his or its address set forth in Exhibit A.



and if to the Escrow Agent, to:



American Stock Transfer & Trust Company

59 Maiden Lane, Plaza Level

New York, NY
10038

Attn: Compliance Department



A copy of any notice sent hereunder shall be sent to:



Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Facsimile: (602) 445-8603

Attn: Brian H. Blaney, Esq.



and



Skadden, Arps, Slate, Meagher & Flom, LLP

300 S. Grand Avenue, Suite 3400

Los Angeles, CA 90071

Facsimile: (213) 687-5600

Attn: Gregg A. Noel, Esq.



and



Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, New York 10020

Facsimile: (212) 641-2636

Attn: Robert Berger




and



Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Facsimile: (212) 404-9212

Attn: Scott Greenberg



     The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving
notice.



          6.7 Liquidation of Company. The Company shall give the Escrow Agent written notification of
the liquidation and dissolution of the Company in the event that the Company fails to consummate a
business combination within the time period(s) specified in the Registration Statement.




          6.8 Counterparts. This Agreement may be executed in several counterparts, each one of which
may be delivered by facsimile transmission and each of which shall constitute an original, and
together shall constitute but one instrument.




[Signature Page Follows]




4









 





     Witness the execution of this Agreement as of the date first above written.



	 	 	 	 	 
	 	AMERICAN STOCK TRANSFER &
TRUST COMPANY

 	 
	 	By:  	/s/
Felix Orihuela	 
	 	 	Name:  	Felix Orihuela	 
	 	 	Title:  	Vice
President	 
	 
	 	ATLAS ACQUISITION HOLDINGS CORP.

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

 	 
	 	  	/s/
James N. Hauslein	 
	 	 	James N. Hauslein 	 
	 	 	 	 
	 
	 	Diane G. Hauslein Trust

 	 
	 	By:  	/s/
James N. Hauslein	 
	 	 	Name:  	James N. Hauslein	 
	 	 	Title:  	Trustee	 
	 
	 	Elephant North America Limited

 	 
	 	By:  	/s/
Karen R. Bell	 
	 	 	Name:  	Karen R. Bell	 
	 	 	Title:  	Director of
Corporate Director Cellar Limited	 
	 
	 	By:  	/s/
Barbara
J. Haldi	 
	 	 	Name:  	Barbara
J. Haldi	 
	 	 	Title:  	Director of
Corporate Director of Clambake Limited	 
	 
	 	Promethean PLC

 	 
	 	By:  	/s/
Peter Burt	 
	 	 	Name:  	Peter
Burt	 
	 	 	Title:  	Chairman	 
	 
	 	 	 
	 	  	/s/
Peter Burt
 	 
	 	 	Sir Peter Burt 	 
	 	 	 	 
	 
	 	 	 
	 	  	/s/
Michael W. Burt
 	 
	 	 	Michael W. Burt 	 
	 	 	 	 
	 
	 	 	 
	 	  	/s/
Michael T. Biddulph
 	 
	 	 	Michael T. Biddulph 	 
	 	 	 	 
	 
	 	Harbour Ltd., as nominee for Sir
Peter Burt, Michael W. Burt, and Michael T. Biddulph

 	 
	 	By:  	/s/
R. J. S. Burton	 
	 	 	Name:  	R. J. S. Burton 	 
	 	 	Title:  	Director 	 
	 
	 
	 	  	/s/
George L. Pita
 	 
	 	 	George L. Pita 	 
	 	 	 	 
	 




5









 





	 	 	 	 	 
	 	Irrevocable Trust #1 For Descendants of Rohit M.

Desai

 	 
	 	By:  	/s/
Katharine B. Desai	 
	 	 	Name:  	Katharine B. Desai	 
	 	 	Title:  	Trustee	 
	 
	 	 	 
	 	  	/s/
Robert A. Knox
 	 
	 	 	Robert A. Knox 	 
	 	 	 	 
	 
	 	 	 
	 	  	/s/
Raj Mishra 
 	 
	 	 	Raj Mishra 	 
	 	 	 	 
	 
	 	Berg 2005 Irrevocable Trust

 	 
	 	By:  	/s/
John A. Berg	 
	 	 	Name:  	John A. Berg	 
	 	 	Title:  	Trustee	 
	 
	 	 	 
	 	  	/s/
Mohit Burman
 	 
	 	 	Mohit Burman 	 
	 	 	 	 
	 
	 	 	 
	 	  	/s/
Robert C. Grayson
 	 
	 	 	Robert C. Grayson 	 
	 	 	 	 
	 




6









 







EXHIBIT A




	 	 	 	 	 	 	 	 	 	 	 
	Name and Address of	 	Number of	 	Stock Certificate	 	Date of
	Founder	 	Common Stock	 	Number	 	Insider Letter
	James N. Hauslein

165 South Beach Road

Hobe Sound, Florida 33455

	 	 	2,638,126	 	 	 	1	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	James N. Hauslein

165 South Beach Road

Hobe Sound, Florida 33455

	 	 	71,875	 	 	 	2	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Diane G. Hauslein Trust

c/o James N. Hauslein

165 South Beach Road

Hobe Sound, Florida 33455

	 	 	20,000	 	 	 	 3	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Elephant North America Limited 


PO Box 68

2006 Neuchatel, Switzerland

	 	 	520,781	 	 	 	4	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Elephant North America Limited 


PO Box 68

2006 Neuchatel, Switzerland

	 	 	71,875	 	 	 	5	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Promethean PLC 

c/o Sir Peter Burt, Chairman 

Sutherland House 

4-6 Argyll Street 

London W1F 7TE 

UK

	 	 	575,000	 	 	 	6	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Sir Peter Burt 

Auldhame House 

North Berwick 

EH39 5PW

	 	 	520,781	 	 	 	7	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Michael W. Burt

c/o Promethean Investments

4th Floor

5-6 Argyll Street

London W1F 7TE

UK

	 	 	520,781	 	 	 	 8	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Michael T. Biddulph

c/o Promethean Investments

Sutherland House

5-6 Argyll Street

London W1F 7TE

UK

	 	 	520,781	 	 	 	 9	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Name and Address of	 	Number of	 	Stock Certificate	 	Date of
	Founder	 	Common Stock	 	Number	 	Insider Letter
	George L. Pita

404 Sensenada Ave.

Coconut Grove, Florida 33133

	 	 	143,750	 	 	 	 10	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Irrevocable Trust #1 For

     Descendants of Rohit
M. Desai

c/o Desai Capital
Management, Inc.

410 Park Avenue,
Suite 830

New York, New York 10022

	 	 	28,750	 	 	 	 11	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Robert A. Knox

355 Lexington Ave.

New York, New York 10017

	 	 	28,750	 	 	 	 12	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Raj Mishra 

04-06, 137 Telok Ayer St.

Singapore 068602

	 	 	28,750	 	 	 	 13	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Berg 2005 Irrevocable Trust

c/o Dorset Capital

Pier 1, Bay 2

San Francisco, California 94111

	 	 	 20,000	 	 	 	 14	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Mohit Burman

Punjabi Bhawan

10 Rouse Ave.

New Delhi 110002

India

	 	 	20,000	 	 	 	 15	 	 	January 24, 2008
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Robert C. Grayson 

682 Lake Ave.

Greenwich, Connecticut 06830

	 	 	20,000	 	 	 	 16	 	 	January 24, 2008