exv10w2



 





Exhibit 10.2




FORM OF

INVESTMENT MANAGEMENT TRUST AGREEMENT




     This
Agreement is made as of
[                                        ],
2008 by and between Atlas Acquisition
Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).



     WHEREAS, the Company’s Registration Statement on Form S-1, as amended, No.
333-146368 (together with any registration statement filed pursuant to Rule 462(b)
of the Securities Act of 1933, the “Registration Statement”), for its initial public offering of
securities (the “IPO”) has been declared effective
as of the date hereof by the
Securities and Exchange Commission (the “Effective Date”); and



     WHEREAS, Lazard Capital Markets LLC and Morgan Stanley & Co. Incorporated are acting as the
representatives (the “Representatives”) of the underwriters in the IPO; and



     WHEREAS,
as described in the Registration Statement, $192,245,000 (or $221,195,000 if the
over-allotment option is exercised in full) of the proceeds from this
offering, plus the $5,800,000
the Company will receive from the sale of the insider warrants, will be delivered to the Trustee to
be deposited and held in a trust account for the benefit of the Company and the holders of the
Company’s common stock, par value $0.001, issued in the IPO. The amount to be delivered to the
Trustee will be referred to herein as the “Property,” the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”); and



     WHEREAS,
a portion of the Property consists of $7,000,000 (or $8,050,000 if the underwriters’
over-allotment option is exercised in full) attributable to the underwriters’ deferred discounts
and commissions which the Representatives have agreed to deposit in the Trust Account (as defined
below) and which will be paid from the Trust Account to the
underwriters upon the consummation of a business combination (as such term is defined in the
Registration Statement, hereinafter a “Business
Combination”); and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property.



     IT IS AGREED:



     1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in segregated trust accounts (the “Trust Account”) established by the Trustee at a branch
of Bank of America and at a brokerage institution selected by the Trustee;




          (b) Manage, supervise, and administer the Trust Account subject to the terms and conditions
set forth herein;




          (c) In a timely manner, upon the written instruction of the Company, invest and reinvest
the Property in “government securities,” within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as
amended (the “1940 Act”), with a maturity of 180 days or
less, or in any open ended investment company registered under the
1940 Act selected by the Company that holds itself out as a money
market fund meeting the conditions of paragraphs (c)(2), (c)(3), and (c)(4) under
Rule 2a-7 promulgated under the 1940 Act, as determined by the
Company;



          (d) Collect and receive, when due, all principal and income arising from the Property, which
income, net of (i) taxes and (ii) periodic payments up to $3,500,000 made to the Company to fund its working
capital requirements, shall become part of the “Property,” as such term is used herein;




          (e) Notify the Company of all communications received by it with respect to any Property
requiring action by the Company;




 









 








          (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns relating to income from the Property
in the Trust Account or otherwise;




          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as, and when instructed by the Company and/or the Representatives in
writing to do so;




          (h) Render to the Company, and to such other person as the Company may instruct, monthly
written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account; and







          (i) Commence liquidation of the Trust Account only upon receipt of and only in accordance with
the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its
Chief Executive Officer or other authorized officer, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter
and the other documents referred to therein; provided, however, that in the event
that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the
prospectus date (“Last Date”), the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached hereto as Exhibit B and distributed
to the stockholders of record on the Last Date. In all cases, the Trustee shall provide the
Representatives with a copy of any Termination Letters and/or any other correspondence that it
receives with respect to any proposed withdrawal from the Trust Account promptly after it receives
the same. The provisions of this Section 1(i) may not be modified, amended, or deleted
under any circumstances.




     2. Limited Distributions of Income From Trust Account.



          (a) If there is any income or other tax obligation relating to the income from the Property in
the Trust Account as determined by the Company, then, at the written instruction of the Company,
which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, the Trustee shall disburse to the Company by wire transfer, out of the Property
in the Trust Account, the amount indicated by the Company as required to pay income taxes;




          (b) Upon written request from the Company in a form substantially similar to that attached
hereto as Exhibit D, the Trustee shall distribute to the Company by wire transfer an amount
equal to the income collected on the Property through the last day of the period immediately
preceding the date of receipt of the Company’s request; provided, however, that the
maximum amount of distributions, net of taxes, that the Company may request and the Trustee shall
distribute pursuant to this Section 2(b) shall be $3,500,000. It is understood that the Trustee’s only responsibility under this
Section is to follow the instruction of the Company; and




          (c) Except as provided in Sections 2(a) and 2(b) above, no other distributions
from the Trust Account shall be permitted except in accordance with
Section 1(i) hereof.




     3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



          (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief
Executive Officer or other authorized officer authorized in writing by the Chief Executive Officer.
In addition, except with respect to its duties under Sections 1(j), 2(a), and
2(b) above, the Trustee shall be entitled to rely on, and




2









 







shall be protected in relying on,
any verbal or telephonic advice or instruction which it in good faith believes to be given by any
one of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;




          (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any action, suit, or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross
negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or
claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim. The Company may participate in such action
with its own counsel;




          (c) Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee
for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on
Schedule A hereto, which fees shall be subject to modification by the parties from time to
time. It is expressly understood that the Property shall not be used to pay such fees and further
agreed that said transaction processing fees shall be deducted by the Trustee from the
disbursements made to the Company pursuant to Section 2(b). The Company shall pay the
Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the
annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as
set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it
being expressly understood that the Property shall not be used to make any payments to the Trustee
under such Sections); and




          (d) In connection with any vote of the Company’s stockholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the
business of soliciting proxies and/or tabulating stockholder votes (which firm may be the Trustee)
verifying the vote of the Company’s stockholders regarding such Business Combination.



          (e) In
connection with any liquidation of the Trust Account, not to direct
the Trustee, as paying agent, to make any payment not specifically
permitted under this Agreement.




     4. Limitations of Liability. The Trustee shall have no responsibility or liability to:



          (a) Take any action with respect to the Property, other than as directed in Section 1
hereof, and the Trustee shall have no liability to any party except for liability arising out of its
own gross negligence or willful misconduct;




          (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in, or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;




          (c) Change the investment of any Property, other than in compliance with Section 1(c);




          (d) Refund any depreciation in principal of any Property;




          (e) Assume that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;




          (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its
gross negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement, instrument, report, or
other paper or document (not only as to its due execution and the




3









 







validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained) which
is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination, or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written
consent thereto;




          (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement;




          (h) As and to the extent requested from time to time by the Company, prepare, execute, and
file such tax reports, income, or other tax returns and pay any taxes with respect to income and
activities relating to the Trust Account, regardless of whether such tax is payable by the Trust
Account or the Company (including but not limited to income tax obligations), it being expressly
understood that as set forth in Section 1(i), if there is any income or other tax
obligation relating to the Trust Account or the Property in the Trust Account, as determined from
time to time by the Company and regardless of whether such tax is payable by the Company or the
Trust, at the written instruction of the Company, the Trustee shall make funds available in cash
from the Property in the Trust Account an amount specified by the Company as owing to the
applicable taxing authority, which amount shall be paid directly to the Company by electronic funds
transfer, account debit, or other method of payment, and the Company shall forward such payment to
the taxing authority; and




          (i) Verify calculations, qualify, or otherwise approve Company requests for distributions
pursuant to Sections 1(i), 2(a), or 2(b) above.




     5. Termination. This Agreement shall terminate as follows:



          (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company
does not locate a successor trustee within ninety days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with the United
States District Court for the Southern District of New York and upon such deposit, the Trustee
shall be immune from any liability; or




          (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(i) hereof, and distributed the Property in
accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 3(b).




     6. Miscellaneous.



          (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt
of written instructions, the Trustee will confirm such instructions with an Authorized Individual
at an Authorized Telephone Number listed on the attached Exhibit E. The Company and the
Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or
other identifying numbers of a beneficiary, beneficiary’s bank, or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability, or expense resulting from any
error in an account number or other identifying number, provided it has accurately transmitted the
numbers provided.




4









 








          (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of
laws principals that would result in the application of the
substantive laws of another jurisdiction. The parties hereto consent
to the jurisdiction and venue of any state or federal court located
in the City of New York for purposes of resolving any disputes hereunder.
The parties hereby waive any objection to such exclusive jurisdiction
and that such courts represent an inconvenience  forum.




          (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. This Agreement or any provision hereof may only be changed,
amended, or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment, or modification may be made without the prior
written consent of the Representatives. Any other change, waiver, amendment, or modification to
this Agreement shall be subject to approval by a majority of the Public Stockholders. As to any
claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the
right to trial by jury.




          (d) This Agreement
may be executed in several counterparts, each one of which shall
constitute an original, and together shall constitute but one
instrument.




          (e) Any notice, consent, or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, certified mail (return receipt requested), hand delivery, facsimile
transmission, or email transmission:




          if to the Trustee, to:



American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: [                                        ]

Fax No.: [(___) ___-____]




          if to the Company, to:



Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455

Attn: James N. Hauslein, Chairman of the Board and Chief Executive Officer

Email: Jim@hauslein.com





          in either case with a copy to:



Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, New York 10020

Attn: Robert Berger

Fax No.: (212_) 641-2636



and



Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Attn: Scott Greenberg

Fax No.: (212) 404-9212




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and



Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attn: Brian H. Blaney, Esq.

Fax No.: (602) 445-8603




          (f) This Agreement may not be assigned by the Trustee without the prior written consent of the
Company and the Representatives.




          (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims
or proceed against the Trust Account, including by way of set-off, and shall not be entitled to
part of the Property under any circumstance.




          (h) The Trustee hereby consents to the inclusion of American Stock Transfer & Trust Company in
the Registration Statement and other materials relating to the IPO.




[Signatures appear on following page]




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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

James N. Hauslein
	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief Executive
Officer	 	 







7









 








EXHIBIT A




Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455




[Insert date]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Attn: [                                        ]




     Re: Trust Account No. [       ] Termination Letter



Gentlemen:




     Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Atlas
Acquisition Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company (the
“Trustee”), dated as of
[                                        , 2008 (the “Trust Agreement”), this is to advise you
that the Company has entered into an agreement (“Business Agreement”) with                                         
(the “Target Business”) to consummate a business combination with Target Business (a “Business
Combination”) on or about [INSERT DATE]. The Company shall notify you at least 48 hours in advance
of the actual date of the consummation of the Business Combination (the “Consummation Date”).



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct in writing on the Consummation Date.



     On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated and (ii) the Company shall deliver to you
written instructions with respect to the transfer of the funds held in the Trust Account (the
“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company shall direct you as
to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the
terms hereof, the Trust Agreement shall be terminated.



     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as
provided in the Trust Agreement on the business day immediately following the Consummation Date as
set forth in the notice.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







			
	cc:	 	Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated






A-1









 








EXHIBIT B




Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455




[Insert date]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Attn: [                                        ]




     Re: Trust Account No. [       ] Termination Letter



Gentlemen:



     Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Atlas
Acquisition Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company (the
“Trustee”), dated as of
[                                        ,
2008] (the “Trust Agreement”), this is to advise you
that the Company has been dissolved due to the Company’s inability to effect a Business Combination
within the time frame specified in the Company’s prospectus relating to its IPO. Attached hereto
is a certified copy of the Certificate of Dissolution as filed with the Delaware Secretary of
State.



     In
accordance with the terms of the Trust Agreement, we hereby authorize
you, to commence liquidation of the Trust Account as promptly as
practicable to stockholders of record on the Termination Date. You
will notify the Company in writing as to when all of the funds in the
Trust Account will be available for immediate transfer
(“Transfer Date”) in accordance with the terms of
the Trust Agreement and the Company's certificate of incorporation.
You shall commence distribution of such funds in accordance with the
terms of the Trust Agreement and you shall oversee the distribution of the
funds. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.






	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







			
	cc:	 	Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated






B-1









 








EXHIBIT C




Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455




[Insert date]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Attn: [                                        ]




     Re: Trust Account No. [    ] — Distribution of Income on Property



Gentlemen:



     Pursuant to Section 2(a) of the Investment Management Trust Agreement between Atlas
Acquisition Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company (the
“Trustee”), dated as of
[                                        , 2008] (the “Trust Agreement”), this is to advise you
that the Company hereby requests that you deliver to us $                                         representing income earned on
the Property from                                          to                                         . The Company requires such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer said amount,
less any fees due the Trustee pursuant to Section 3(c) of the Trust Agreement, immediately upon
your receipt of this letter to the Company’s operating account at:


Bank: [                    ]

ABA #: [                    ]

Account Name: [                    ]

Account Number: [                    ]

Reference: Distribution of Income Earned on Trust Property




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







			
	cc:	 	Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated





C-1









 








EXHIBIT D




Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455




[Insert date]




American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Attn: [                                        ]




     Re: Trust Account No. [      ] — Distribution of Income on Property



Gentlemen:



     Pursuant to Section 2(b) of the Investment Management Trust Agreement between Atlas
Acquisition Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company (the
“Trustee”), dated as of
[                                        , 2008] (the “Trust Agreement”), we are requesting for
our working capital purposes that you deliver to us $                                         representing income earned on the
Property from                                          to                                    
     . In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer said amount, less any fees due the
Trustee pursuant to Section 3(c) of the Trust Agreement, immediately upon your receipt of this
letter to the Company’s operating account at:



Bank: [                    ]

ABA #: [                    ]

Account Name: [                    ]

Account Number: [                    ]

Reference: Distribution of Income Earned on Trust Property




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS ACQUISITION HOLDINGS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







			
	cc:	 	Lazard Capital Markets LLC

Morgan Stanley & Co. Incorporated






D-1









 








EXHIBIT E




	 	 	 
	AUTHORIZED INDIVIDUAL(S)	 	AUTHORIZED
	FOR TELEPHONE CALL BACK	 	TELEPHONE NUMBER(S)
	Company:
	 	 
	 
	 	 
	Atlas Acquisition Holdings Corp.
	 	 
	c/o Hauslein & Company, Inc.
	 	 
	11450 SE Dixie Highway, Suite 105
	 	 
	Hobe Sound, Florida 33455
	 	 
	Attn: James N. Hauslein, Chairman of the Board and Chief Executive Officer

	 	(772) 545-9042
	 
	 	 
	Trustee:
	 	 
	 
	 	 
	American Stock Transfer & Trust Company
	 	 
	59 Maiden Lane
	 	 
	Plaza Level
	 	 
	New York, NY 10038
	 	 
	Attn: [                    ]

	 	(212) 936-5100







E-1









 








SCHEDULE A




Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement

between Atlas Acquisition Holdings Corp. and

American Stock Transfer & Trust Company






	 	 	 	 	 
	Fee Item	 	Time and Method of Payment	 	Amount
	Initial acceptance fee

	 	Initial closing of IPO by wire transfer
	 	[$1,000]
	 
	 	 	 	 
	Annual fee

	 	First year, initial closing of IPO by
wire transfer; thereafter on the
anniversary of the effective date of
the IPO by wire transfer or check
	 	[$3,000]
	 
	 	 	 	 
	Transaction processing fee for
disbursements to the Company under
Sections 2(a) and 2(b)

	 	Deduction by Trustee from
disbursements
made to the Company under Sections 2(a) and 2(b)
	 	[$250]
	 
	 	 	 	 
	Dated: [                                        , 2008]

	 	Agreed:	 	 
	 

	 	 

Authorized Officer
	 	 
	 

	 	American Stock Transfer & Trust Co.	 	 







S-1