exv4w4



 





Exhibit 4.4





WARRANT AGREEMENT




     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”).



     WHEREAS, the Company may engage in an initial public offering (“Initial Public Offering”) of
units (“Units”), each consisting of one share of common stock, par value $0.001 per share, of the
Company (“Common Stock”) and one warrant (a “Warrant”), each individual Warrant entitling the
holder thereof to purchase one share of Common Stock for $7.00; and



     WHEREAS,
in connection with the  Initial Public Offering of Units, the Company
may issue and deliver up to 20,000,000 underlying Warrants (or 23,000,000 underlying Warrants if the over-allotment option is exercised) to the public investors
(“Public Warrants”), each of such Public Warrants evidencing the right of the holder thereof to
purchase one share of Common Stock for $7.00, subject to adjustment as described herein; and



     WHEREAS, if the Company determines to engage in an Initial Public Offering, the Company will
file with the Securities and Exchange Commission a Registration Statement on Form S-1
(“Registration Statement”) for the registration under the Securities Act of 1933, as amended
(“Act”), of, among other securities, the Units, the Common Stock, and the Public Warrants; and



     WHEREAS, if the Company engages in and consummates an Initial Public Offering, the Company
will contemporaneously engage in a private offering of Warrants to James N. Hauslein, Gaurav V.
Burman, Sir Peter Burt, Michael T. Biddulph, Michael W. Burt, and Promethean plc (each an “Insider” and collectively, the “Insiders”) and, in connection therewith, will
enter into an agreement to sell an aggregate of 5,800,000 additional Warrants for $1.00 per
Warrant, each evidencing the right of the holder thereof to purchase one share of the Company’s
Common Stock for $7.00, subject to adjustment as described herein (the “Insiders’ Warrants” or the
“Private Warrants”); and



     WHEREAS, the Public Warrants and the Private Warrants are sometimes collectively referred to
herein as the “Warrants”; and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption, exercise, and cancellation of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



     1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.



 









 





     2. Warrants.



          2.1 Form of Warrant. Each (i) Public Warrant shall be issued in registered form only in
substantially the form of Exhibit A hereto, and (ii) Private Warrant shall be issued in
registered form only in substantially the form of Exhibit B hereto, in each case, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the board of directors (the “Board”) or Chief Executive Officer and Treasurer,
Secretary, or Assistant Secretary of the Company. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance. All of the Warrants shall
initially be represented by one or more book-entry certificates (each a “Book Entry Warrant
Certificate”).




          2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.




          2.3 Registration.




               2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for
the registration of original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. All of the Warrants shall initially be
represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust
Company (the “Depository”) and registered in the name of a nominee of the Depository.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depository or its nominee for
each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a “Participant”).



     If the Depository subsequently ceases to make its book-entry settlement system available for
the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for
book-entry settlement. In the event that (i) a beneficial owner (as defined below) of a Warrant does not wish to hold the Warrant in book-entry form, or (ii) the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depository to deliver to the Warrant Agent for cancellation each
Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the
Depository definitive certificates representing the Warrants (“Definitive Warrant Certificates”) in
physical form evidencing such Warrants. Such definitive Warrant Certificates shall be in the form
annexed hereto as Exhibit A or Exhibit B, as applicable, with appropriate
insertions, modifications, and omissions, as provided above.



               2.3.2 Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean, on or
after the Detachment Date (as defined below), any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records
maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose
name the Unit of which such Warrant or part thereof was originally part of, as registered upon the
register relating to such Units. Prior to due presentment for registration or transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (“Registered Holder”), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.



          2.4 Detachability of Warrants. The securities comprising the Units will not be separately
transferable until the 90th day (or such earlier number of days as the underwriters of the Initial
Public Offering may permit) after the date of the prospectus included
in the Registration Statement (or as soon as practicable
thereafter) (the “Detachment Date”), subject to the Company having filed a Current Report on Form
8-K, which includes an audited balance sheet reflecting the receipt by the Company of the gross
proceeds of the Initial Public Offering including the proceeds received by the




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Company from the exercise of the underwriters’ over-allotment option, and having issued a
press release announcing when such separate trading will begin.




          2.5 Public Warrants and Private Warrants. The Private Warrants shall have the same terms and
be in the same form as the Public Warrants, except that (A) the Public Warrants may be redeemed (i)
in whole and not in part, (ii) at a price of $.01 per Warrant at any time while the Warrants are
exercisable, (iii) upon a minimum of 30 days’ prior written notice of redemption, and (iv) if, and
only if, the last sales price of the Company’s common stock equals or exceeds $14.25 per share (the “Floor Price”) for any 20
trading days within a 30 trading day period ending three business days before the Company sends the notice of
redemption; and (B) the Private Warrants (i) may be exercised whether or not a registration
statement relating to the common stock issuable upon exercise of the Warrants is effective and
current, and (ii) will not be redeemable by us so long as they are still held by the Insiders or
their Permitted Transferees (as defined below). The purchasers of the Private Warrants have agreed that the Private Warrants
will not be sold or transferred by them, except in certain cases to “Permitted Transferees” (as
defined below), until 90 days after the consummation of a business combination. “Permitted
Transferees” shall mean any of the employees of Promethean Investments LLP, an affiliate of theirs,
or to the Company’s directors or special advisors, at the same cost per warrant originally paid by
them, who agree to become subject to the same transfer restrictions as such Insider upon receiving
such Private Warrants.




     3. Terms and Exercise of Warrants.



          3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the
Registered Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of
$7.00 per whole share in the case of both the Public Warrants and the Private Warrants, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant
Agreement refers to the price per share at which Common Stock may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than 20 Business Days; provided,
however, that any such reduction shall be identical in percentage terms among all of the
Warrants. “Business Day” shall be any day where the Depository is open for trading.




          3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) commencing on the later of (i) the consummation by the Company of a merger, capital stock exchange, asset
acquisition, stock purchase, or other similar business combination as described more fully in the Company’s Registration Statement (“Business Combination”),
 (ii) January 23, 2009, or (iii) the date
fixed for redemption of the Warrants as provided in Section 6 of this Agreement
(“Expiration Date”); provided, however that the Public Warrants will only be
exercisable if a registration statement relating to the common stock issuable upon exercise of the
Warrants is effective and current. The Warrants will expire at 5:00 p.m., New York City time, on
January 23, 2012 or earlier upon redemption.
Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date.




          3.3 Exercise of Warrants.




               3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof
by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise
Period (the “Exercise Date”) to the Warrant Agent at the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York,
(i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or in the case of a
Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on
the records of the Depositary to an account of the Warrant Agent at the Depositary designated for
such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election
to purchase in the form attached hereto as part of Exhibit A or Exhibit B, as
applicable, the shares of Common Stock underlying the Warrants to be exercised, properly completed
and executed, or in the case of a Book-Entry Warrant Certificate, properly delivered by the
Participant in accordance with the Depository’s procedures; and (iii) the Warrant Price for each
full share of Common Stock as to which the Warrants are exercised and any and all applicable taxes
due in connection with the exercise of the Warrants, the exchange of the Warrants for the Common



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Stock, and the issuance of the Common Stock in full, in lawful money of the United States, by
cash, by bank wire transfer in immediately available funds, or by certified check or bank draft
payable to the Company; provided, however, the holders will have the option to exercise Warrants on a “cashless basis.” In such event,
each holder would pay the exercise price by surrendering the Warrants for that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrants, multiplied by the difference between the exercise price of
the Warrants and the “Exercise  Fair Market Value” (defined below) by (y) the Exercise Fair Market Value. The “Exercise
Fair
Market Value” is the average reported last sale price of the Common Stock for the five trading days
commencing on the day after notice of exercise of the warrant is received by the Company.



                    (i) If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant Certificate,
(B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent
after 5:00 P.M., New York time, on a specified day or if such day is not a Business Day, the
Warrants will be deemed to be received and exercised on, and the applicable Exercise Date shall be
the Business Day next succeeding such day. If the Warrants are received or deemed to be received
after the Expiration Date, the exercise thereof will be null and void and any funds delivered to
the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as
practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect
of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be
determined by the Company in its sole discretion and such determination will be final and binding
upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any
obligation to inform a Holder of the invalidity of any exercise of Warrants.



                    (ii) The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price
in the account of the Company maintained with the Warrant Agent for such purpose and shall advise
the Company at the end of each Business Day on which funds for the exercise of the Warrants are
received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing.



                    (iii) The Warrant Agent shall, by 11:00 A.M. Eastern Time on the Business Day following the
Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of
(a) the shares of Common Stock (the “Shares”) issuable upon such exercise as to the number of
Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the
instructions of each Registered Holder or Participant, as the case may be, with respect to delivery
of the Shares issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as
appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in
case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained
by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as
appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, and (d)
such other information as the Company or such transfer agent and registrar shall reasonably
require.



                    (iv) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding
the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price,
execute, issue, and deliver to the Warrant Agent, the Shares to which such Registered Holder or
Participant, as the case may be, is entitled, in fully registered form, registered in such name or
names as may be directed by such Registered Holder or  Participant, as the case may be. Upon
receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business
Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered
Holder or Participant, as the case may be.



                    (v) In lieu of delivering physical certificates representing the Shares issuable upon
exercise of the Warrants, provided the Company’s transfer agent is participating in the Depository Fast Automated
Securities Transfer Program, the Company shall use its reasonable best efforts to cause its
transfer agent to electronically transmit the Shares issuable upon exercise of the Warrants to the Registered
Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository
or of the Participant through its Deposit Withdrawal Agent Commission System. The time periods for
delivery described in the immediately preceding paragraph shall apply to the electronic
transmittals described herein.



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                    (vi) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any
Warrant will be governed by the terms generally applicable to the Shares. Starting with the
Exercise Date, the former Holder of the Warrants exercised will be entitled to the benefits
generally available to other holders of Shares and such former Holder’s right to receive payments
of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall
be subject to, the terms and provisions generally applicable to such Shares.



                    (vii) Warrants may be exercised only in whole numbers of Shares. No fractional Shares of
Common Stock are to be issued upon the exercise of the Warrant, but rather the number of Shares to
be issued shall be rounded down to the nearest whole number. If fewer than all of the Warrants
evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of
unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 2 hereof, and delivered to the holder of the Warrant
Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by
such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depository,
its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance of the Warrants remaining after such exercise.



                    (viii) The Company will pay all documentary stamp or other taxes or governmental charge
attributable to the initial issuance of Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any stamp or other tax or
governmental charge required to be paid in connection with any transfer involved in the issue of
the Shares in a name other than that of the Registered Holder of a Warrant Certificate surrendered
upon the exercise of Warrants; and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Shares until such tax or other charge shall have been
paid or it has been established to the Company’s satisfaction that no such tax or other charge is
due.



               3.3.2 Issuance of Certificates. Subject to Section 7.4 of this Agreement, and
notwithstanding the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless (i) a registration statement under the Act with
respect to the Common Stock issuable upon exercise is effective or (ii) in the opinion of counsel to the Company, the
exercise of the Warrants is exempt from the registration requirements of the Act and such
securities are qualified for sale or exempt from qualification under applicable securities laws of
the states or other jurisdictions in which the Registered Holders reside. Warrants may not be
exercised by, or securities issued to, any Registered Holder in any state in which such exercise
or issuance would be unlawful.



               3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid, and nonassessable.



               3.3.4 Date of Issuance. Each person in whose name any such certificate for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares
on the date on which the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.



          3.4 No Cash Settlement. Notwithstanding anything to the contrary contained in this Agreement,
under no circumstances will the Company be required to net cash settle the exercise of the
Warrants. As a result, any or all of the Warrants may expire worthless.




     4. Adjustments.



          4.1 Stock Dividends; Split-Ups. If after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding shares of Common Stock is increased by a stock
dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split up or similar event, the
number of shares of Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock.




          4.2 Extraordinary Dividend. If the Company, at any time while
the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to
the holders of Common Stock (or other shares of the Company's capital
stock into which the Warrants are exerciseable), other than (a) as
described in Sections 4.1, 4.3 or 4.5, (b) regular
quarterly or other periodic dividends, (c) in connection with the conversion rights of the holders of Common Stock upon
consummation of the Company's initial Business Combination, or (d) in connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a
Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company's
Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such
Extraordinary Dividend.






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          4.3 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.7, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split, or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification, or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of
Common Stock.




          4.4 Adjustments in Warrant Price. Whenever the number of shares of Common Stock purchasable
upon the exercise of the Warrants is adjusted, as provided in
Sections 4.1 and 4.3
above, each of the Warrant Price and the Floor Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price and Floor Price, as the case may be, immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y) the
denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.




          4.5 Replacement of Securities upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change covered by
Section 4.1 or 4.3 hereof or one that solely affects the par value of such shares of
Common Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger, or consolidation, or upon a dissolution following any such sale or
transfer, by a Warrant holder of the number of shares of Common Stock of the Company obtainable
upon exercise of the Warrants immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by
Sections 4.1 or 4.3, then
such adjustment shall be made pursuant to Sections 4.1,
4.2, 4.3, 4.4, and this
Section 4.5. The provisions of this Section 4.5 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales, or other
transfers.




          4.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number
of shares issuable on exercise of a Warrant, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4, or 4.5, then, in any such event, the Company shall give written
notice to the Warrant holder, at the last address set forth for such holder in the warrant
register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.




          4.7 No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement
to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the number of the shares of
Common Stock to be issued to the Warrant holder.




          4.8 Form of Warrant. The forms of Warrants need not be changed because of any adjustment
pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.




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          4.9 Notice of Certain Transactions. In the event that the Company shall propose to (a) offer
the holders of its Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common Stock or shares of stock of any class or any other securities, rights, or
options, (b) issue any rights, options, or warrants entitling the holders of Common Stock to
subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer, or exchange
offer with respect to the Common Stock, the Company shall send to the Warrant holders a notice of
such proposed action or offer. Such notice shall be mailed to the Registered Holders at their
addresses as they appear in the Warrant Register, which shall specify the record date for the
purposes of such dividend, distribution, or rights, or the date such issuance or event is to take
place and the date of participation therein by the holders of Common Stock, if any such date is to
be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the
number and kind of any other shares of stock and on other property, if any, and the number of
shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the
Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be
required as a result of such action. Such notice shall be given as promptly as practicable after
the Board has determined to take any such action and (x) in the case of any action covered by
clause (a) or (b) above at least 10 days prior to the record date for determining the holders of
the Common Stock for purposes of such action or (y) in the case of any other such action at least
20 days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be the earlier.




          4.10 Other Events. If any event occurs as to which the foregoing provisions of this Section 4
are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of
the Board, fairly and adequately protect the purchase rights of the Registered Holders of the
Warrants in accordance with the essential intent and principles of such provisions, then the Board
shall make such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the
Board, to protect such purchase rights as aforesaid.




     5. Transfer and Exchange of Warrants.



          5.1 Transfer of Warrants. Prior to the Detachment Date, the Private Warrants and the Public
Warrants may be transferred or exchanged only as part of the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of
such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating to such
Units shall operate also to transfer the Warrants included in such Unit.




          5.2
Registration of Transfer. Subject to Section 5.3 below, the Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.




          5.3 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate,
each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to
another nominee of the Depository, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such
Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company
shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated
transferee a new Warrant certificate or Warrant certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants.




          5.4 Fractional Warrants. The Warrant Agent shall not be required to effect any registration
of transfer or exchange which will result in the issuance of a Warrant certificate for a fraction
of a Warrant.




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          5.5 Service Charges. No service charge shall be made for any exchange or registration of
transfer of Warrants.




          5.6 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.




     6. Redemption.



          6.1 Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time after they become exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2, at the price of $.01 per Warrant (the “Redemption Price”), provided,
however, that the last sales price of the Common Stock has been equal to or greater than
the Floor Price for any of twenty (20) trading days within any thirty (30) trading day period
ending on the third business day prior to the date on which notice of
redemption is sent by the Company; and
provided further, however, that with respect to the Private Warrants, such
redemption right shall not be applicable so long as the Warrants are held by any of the Insiders or
their Permitted Transferees; and provided further, the Company may
redeem the Warrants only if there is an effective registration
statement with respect to the Common Stock to enable the exercise of
the Warrants during the period specified in Section 6.2 hereof.
The provisions of this Section 6.1 may not be modified, amended
or deleted without the prior written consent of the representative of
the underwriters. In the event the Company calls the Warrants for redemption pursuant
to this Section 6.1, the Company shall have the option to require all (but not part) of the
holders of those Warrants who desire to exercise their Warrants to
exercise such Warrants on a cashless
basis. If the Company requires such holders to exercise their Warrants on a cashless basis, the holder of such Warrants
(including the Private Warrants) shall pay the Warrant Price by surrendering such Warrants for that
number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the Warrants, multiplied by the difference between the
Warrant Price of the Warrants and the “Redemption Fair Market
Value” (as defined below) by (y) the Redemption Fair Market
Value. The “Redemption Fair Market Value” is the average
reported last sale price of the Common Stock for the 10 trading days
ending on the third trading day prior to the date on which the notice
of redemption is sent by the Company to the holders.




          6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem
all of the Warrants permitted to be redeemed pursuant to Section 6.1 (the “Redeemable
Warrants”), the Company shall fix a date for the redemption. Notice of redemption shall be mailed
by first class mail, postage prepaid, by the Company not less than 30 days prior to the date fixed
for redemption to the Registered Holders of the Redeemable Warrants at their last addresses as they
shall appear on the registration books. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given on the date sent whether or not the Registered Holder
received such notice.




          6.3 Exercise After Notice of Redemption. The Redeemable Warrants may be exercised, for cash
or on a “cashless basis”, in accordance with Section 3 of this Agreement at any time after
notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the time and date fixed for redemption. On and after the redemption date, the record
holder of the Redeemable Warrants shall have no further rights except to receive the Redemption
Price upon surrender of the Redeemable Warrants.




          6.4 Outstanding Warrants Only. The Company understands that the redemption rights provided
for by this Section 6 apply only to outstanding Redeemable Warrants. To the extent a
person holds rights to purchase Redeemable Warrants, such purchase rights shall not be extinguished
by redemption. However, once such purchase rights are exercised, the Company may redeem the
Redeemable Warrants issued upon such exercise provided that the criteria for redemption is met,
including the opportunity of the Redeemable Warrant holders to exercise prior to redemption
pursuant to Section 6.3.



          6.5
No Other Rights to Cash Payment. Except for a redemption in
accordance with this Section 6, no holder of any Warrant shall
be entitled to any cash payment whatsoever from the Company in
connection with the ownership, exercise or surrender of any Warrant
under this Warrant Agreement, regardless of whether a registration
statement is current under the Act with respect to the Common Stock
issuable upon exercise of the Warrants.




     7. Other Provisions Relating to Rights of Holders of Warrants.



          7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any
of the rights of a stockholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.




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          7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.




          7.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a
number of its authorized but unissued shares of Common Stock that will be sufficient to permit the
exercise in full of all outstanding Warrants issued pursuant to this Agreement.




          7.4 Registration of Common Stock. If the Company consummates an Initial Public Offering, the
Company agrees that prior to the commencement of the Exercise Period, it shall file with the
Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a
new registration statement, for the registration under the Act of, and it shall take such action as
may be necessary to qualify for sale, in those states in which the Warrants were initially offered
by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the
Company shall use its reasonable best efforts to cause the same to become effective on or prior to
the commencement of the Exercise Period and to maintain the effectiveness of such registration
statement until the expiration of the Public Warrants in accordance with the provisions of this
Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to issue
Common Stock unless, at the time a holder seeks to exercise the Warrants, a prospectus relating to
Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been
registered or qualified or deemed to be exempt under the securities laws of the state of residence
of the holder of the Warrants. In addition, the Company agrees to use
its reasonable efforts to register such securities under the blue sky
laws of the states of residence of the exercising warrant holders to
the extent an exemption is not available. Notwithstanding the
foregoing, a Warrant can expire unexercised regardless of whether a
registration statement is current under the Act with respect to the
Common Stock issuable upon exercise of the Warrants.




     8. Concerning the Warrant Agent and Other Matters.



          8.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of
shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares.




               8.1.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his, her, or its Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at
the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.



               8.1.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer
agent for the Common Stock not later than the effective date of any such appointment.



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               8.1.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.



          8.2 Fees and Expenses of Warrant Agent.




               8.2.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for
its services as such Warrant Agent hereunder and shall reimburse the Warrant Agent upon demand for
all expenditures that the Warrant Agent may reasonably incur in the execution of its duties
hereunder.



               8.2.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or
cause to be performed, executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing of the provisions of this Agreement.



          8.3 Liability of Warrant Agent.




               8.3.1 Reliance on Company Statement. Whenever in the performance of its duties under this
Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the President or Chairman
of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to the provisions of
this Agreement.



               8.3.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own negligence,
willful misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs, and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a
result of the Warrant Agent’s negligence, willful misconduct, or bad faith.



               8.3.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity
of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.



          8.4 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this
Agreement and agrees to perform the same upon the terms and conditions herein set forth and among
other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of Warrants.




          8.5 Waiver. The Warrant 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 Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement,
payment, or satisfaction for any Claim against the funds in the Trust Account for any reason
whatsoever.




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     9. Miscellaneous Provisions.



          9.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of
the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns.




          9.2 Notices. Any notice, statement, or demand authorized by this Warrant Agreement to be
given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as
follows:




Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455

Attn: James N. Hauslein



Any notice, statement, or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:




American Stock Transfer & Trust Company

59 Maiden Lane, Plaza Level

New York, NY 10038

Attn: Compliance Department




with a copy in each case to:




Greenberg Traurig, LLP

2375 E 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




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Facsimile:
(212) 404-9212

Attn: Scott Greenberg




          9.3 Applicable Law. The validity, interpretation, and performance of this Agreement and of
the Warrants shall be governed in all respects by the laws of the State of New York, without giving
effect to conflict of laws. The Company and the Warrant Agent hereby agree that any action, proceeding, or claim
against either of them 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 Company and the Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any such process or summons to be
served upon the Company or the Warrant Agent may be
served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and
binding upon the party receiving such service in any
action, proceeding, or claim.




          9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants and, for the purposes of Sections 2.5, 6.1,
6.4, 7.4, 9.2, and 9.8 hereof, the representative of the
underwriters, any right, remedy or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. The representative of the
underwriters (on behalf of the underwriters) shall be deemed to be a third party beneficiary of
this Agreement with respect to Sections 2.5, 6.1, 6.4, 7.4,
9.2, and 9.8 hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the
parties hereto (and the representative of the underwriters with respect to Sections 2.5,
6.1, 6.4, 7.4, 9.2, and 9.8 hereof) and their successors
and assigns and of the Registered Holders of the Warrants.




          9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of
New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit his Warrant for inspection by it.




          9.6 Counterparts. This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original and all such counterparts
shall together constitute but one and the same instrument. Facsimile
signatures shall constitute original signatures for all purposes of
this Agreement.




          9.7 Effect of Headings. The Section headings herein are for convenience only and are not part
of this Warrant Agreement and shall not affect the interpretation thereof.




          9.8 Amendments. This Agreement may be amended by the parties hereto without the consent of
any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered
Holders. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the written consent of the representative of
the underwriters and the Registered Holders of a majority of the then outstanding Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without
such consent.




          9.9 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.




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          9.10 Entire Agreement. This Agreement constitutes the entire understanding of the parties and
supersedes all prior agreements, understandings, arrangements, promises, and commitments, whether
written or oral, express, or implied, relating to the subject matter hereof, and all such prior
agreements, understandings, arrangements, promises, and commitments are hereby canceled and
terminated, including without limitation the Original Agreement.




[Signatures Appear on Following Page]




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     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	ATLAS ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 
 


	 	 
	 	By:

Name:
	 	/s/ James N. Hauslein
 

James N. Hauslein
	 	 
	 

	 	 	 	Title:
	 	 Chairman and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 
 


	 	 	 	By:

Name:
	 	/s/ Felix Orihuela
 

Felix Orihuela
	 	 	 
	 

	 	 	 	Title:
	 	 Vice President	 	 







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