exv10w6



 




Exhibit
10.6

FORM OF

REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [___]
day of
[                    ] 2008, by and among Atlas Acquisition Holdings Corp., a Delaware corporation
(the “Company”), and the undersigned parties listed under Investor on the signature page
hereto (each, an “Investor” and collectively, the “Investors”).



     WHEREAS, the Investors currently hold all of the issued and outstanding securities of the
Company; and



     WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the
Investors with certain rights relating to the registration of shares of Common Stock held by them.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Definitions. The following capitalized terms used herein have the following meanings:



     “Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.



     “Business Combination” means an acquisition by merger, capital stock exchange, asset or stock
acquisition, reorganization or otherwise, of an operating business selected by the Company.



     “Commission” means the United States Securities and Exchange Commission, or any other federal
agency then administering the Securities Act or the Exchange Act.



     “Common Stock” means the common stock, par value $0.001 per share, of the Company.



     “Company” is defined in the preamble to this Agreement.



     “Demand Registration” is defined in Section 2.1.1.



     “Demanding Holder” is defined in Section 2.1.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be in effect at the
time.



     “Form S-3” is defined in Section 2.3.




     “Founders’
Shares” means the 5,750,000 shares of Common Stock issued
to the Investors pursuant to the Subscription Agreements between the
Company and each of the Investors (or such lesser number of shares
that the Investors may hold if the underwriters’
over-allotment
option is not exercised in full by the underwriters in connection
with the Company’s initial public offering).




     “Hauslein”
is defined in Section 2.1.1.


     “Indemnified Party” is defined in Section 4.3.



     “Indemnifying Party” is defined in Section 4.3.



     “Investor” is defined in the preamble to this Agreement.



 









 





     “Investor Indemnified Party” is defined in Section 4.1.



     “Maximum Threshold” is defined in Section 2.1.4.



     “Notices” is defined in Section 6.3.



     “Piggy-Back Registration” is defined in Section 2.2.1.



     “Pro Rata” is defined in Section 2.1.4.




     “Promethean”
is defined in Section 2.1.1.



     “Register,” “Registered,” and “Registration” mean a registration effected by preparing and
filing a Registration Statement or similar document in compliance with the requirements of the
Securities Act, and the applicable rules and regulations promulgated thereunder, and such
Registration Statement becoming effective.



     “Registrable Securities” mean, collectively, the Registrable  Shares and
the  Registrable Warrants. As to any particular Registrable Securities, such securities shall cease to
be Registrable Securities when: (a) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of, or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding; or (d) such securities are
salable under Rule 144(k).



     “Registrable
Shares” mean the Founders’ Shares and  any shares of capital stock or other securities of the Company issued as a dividend
or other distribution with respect to or in exchange for or in
replacement of such Founders’ Shares.



     “Registrable
Warrants” mean  the warrants to be purchased by the
Investors on a private placement basis simultaneously with the
consummation of this offering, including the shares of Common Stock
underlying such warrants.




     “Registration Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Registrable Securities (other than a registration
statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only
securities proposed to be issued in exchange for securities or assets of another entity).



     “Release
Date” means the date on which shares of Common Stock are
disbursed from escrow pursuant to that certain Stock Escrow Agreement
by and among the parties hereto and American Stock Transfer &
Trust Company.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in effect at the time.



     “Underwriter” means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making activities.



     2. Registration Rights.



          2.1 Demand Registration.




               2.1.1 Request for Registration. At any time on or after the date that is three (3) months
prior to the Release Date with respect to the applicable Registrable
Securities, James N. Hauslein (“Hauslein”) or Promethean
plc (“Promethean”)



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may
make a written demand for Registration under the Securities Act of all or part of their Registrable
Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the
number of shares of Registrable Securities proposed to be sold and the intended method(s) of
distribution thereof. The Company will notify all holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a portion of such holder’s
Registrable Securities in the Demand Registration (each such holder including shares of Registrable
Securities in such Registration, a “Demanding Holder”) shall so notify the Company within fifteen
(15) days after the receipt by the holder of the notice from the Company. Upon receipt by the
Company of any such notice, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos
set forth in Section 3.1.1. The Company shall not be obligated to effect more than one Demand
Registration for Hauslein and one Demand Registration for Promethean under this Section 2.1.1.



               2.1.2 Effective Registration. A Registration will not count as a Demand Registration until
the Registration Statement filed with the Commission with respect to such Demand Registration has
been declared effective and the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (i) such stop order or
injunction is removed, rescinded, or otherwise terminated, and (ii) a majority-in-interest of the
Demanding Holders thereafter elect to continue the offering; provided, further,
that the Company shall not be obligated to file a second Registration Statement until a
Registration Statement that has been filed is counted as a Demand Registration or is terminated.



               2.1.3 Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and
such holders so advise the Company as part of their written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable
Securities in such Registration shall be conditioned upon such holder’s participation in such
underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the
extent provided herein. All Demanding Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwriting by the Company and
reasonably approved by a majority-in-interest of the holders initiating
the Demand Registration.



               2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand
Registration that is to be an underwritten offering advises the Company and the Demanding Holders
in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Common Stock or other securities
which the Company desires to sell and the shares of Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights held by other
stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that the Company believes can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Threshold”), then the Company shall include in such Registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be included in such
Registration, regardless of the number of shares held by each such Person (such proportion is
referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Threshold; (ii)
second, to the extent that the Maximum Threshold has not been reached under the foregoing clause
(i), the shares of Common Stock or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Threshold; and (iii) third, to the extent that the Maximum
Threshold has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock
or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons and that can be sold without
exceeding the Maximum Threshold.



               2.1.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms
of any underwriting or are not entitled to include all of their Registrable Securities in any
offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to



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the Company and the Underwriter (or Underwriters) of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission with respect to such Demand
Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then the Company shall withdrawal the Registration
Statement related to such offering with regards to all such Demanding Holders and such Registration
shall not count as a Demand Registration provided for in Section 2.1.



          2.2 Piggy-Back Registration.




               2.2.1 Piggy-Back Rights. If at any time on or after the Release Date, the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for stockholders of the Company for
their account (or by the Company and by stockholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with
any employee stock option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing stockholders or debtholders, (iii) for an offering of
debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment
plan, (v) filed in connection with the registration of Common Stock
pursuant to Section 7.4 of the Warrant Agreement dated as of
                      , 2008, by and between the Company and American Stock
Transfer & Trust Company (the “Warrant Agreement”), or (vi) for the acquisition or purchase by, or combination by merger or otherwise of, the Company of or with another company or business entity or partnership, then the Company shall (x)
give written notice of such proposed filing to the holders of Registrable Securities as soon as
practicable but in no event less than ten (10) days before the anticipated filing date, which
notice shall describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in
such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in
such Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included
in a Piggy-Back Registration on the same terms and conditions as any similar securities of the
Company and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an
Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such offering.



               2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering advises the Company and the holders of
Registrable Securities in writing that the dollar amount or number of securities which the Company
desires to sell, taken together with securities, if any, as to which Registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable
Securities hereunder, the Registrable Securities as to which Registration has been requested under
this Section 2.2, and the securities, if any, as to which Registration has been requested
pursuant to the written contractual piggy-back registration rights of other stockholders of the
Company, exceeds the Maximum Threshold, then the Company shall include in any such Registration:



                    (a) If the Registration is undertaken for the Company’s account: (A) first, the shares of
Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been
reached under the foregoing clause (A), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities, as to which Registration has been requested pursuant to the
applicable written contractual piggy-back registration rights of such security holders, Pro Rata,
that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent that the
Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares
of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual piggy-back registration rights with such persons and
that can be sold without exceeding the Maximum Threshold; and




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                    (b) If the Registration is a “demand” Registration undertaken at the demand of persons other
than the holders of Registrable Securities, (A) first, the shares of Common Stock or other
securities for the account of the demanding persons that can be sold without exceeding the Maximum
Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the
Maximum Threshold has not been reached under the foregoing clauses (A) and (B), collectively the
shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to
which Registration has been requested pursuant to the terms hereof, that can be sold without
exceeding the Maximum Threshold; and (D) fourth, to the extent that the Maximum Threshold has not
been reached under the foregoing clauses (A), (B), and (C), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons, that can be sold without exceeding the Maximum
Threshold.



               2.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s
request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written
notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by
persons making a demand pursuant to written contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable
Securities in connection with such Piggy-Back Registration as provided in Section 3.3.




          2.3 Registrations on Form S-3. The holders of Registrable Securities may at any time and from
time to time beginning on or after the Release Date, request in writing that the Company register the resale of any or all of such
Registrable Securities on Form S-3 or any similar short-form
Registration Statement which may be available at
such time (“Form S-3”); provided, however, that the Company shall not be obligated
to effect such request through an underwritten offering. Upon receipt of such written request, the
Company will promptly give written notice of the proposed Registration to all other holders of
Registrable Securities, and, as soon as practicable thereafter, effect the Registration of all or
such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company,
if any, of any other holder or holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
Registration pursuant to this Section 2.3: (i) if
Form S-3 (or any similar short-form Registration Statement) is not available for such
offering, or (ii) if the holders of the Registrable Securities, together with the holders of any
other securities of the Company entitled to inclusion in such Registration, propose to sell
Registrable Securities and such other securities (if any) at any aggregate price to the public of
less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be
counted as a Demand Registration effected pursuant to Section 2.1.



          2.4 No
Net Cash Settlement Value. In no event will the holders of
Registrable Securities be entitled to receive a net cash settlement
or other consideration in lieu of physical settlement in shares of
Common Stock, regardless of whether the Common Stock (or common Stock
underlying the Registrable Securities) is registered pursuant to an
effective Registration Statement.
[Note: this is an accounting concept and accountants may want to see this to resolve an EITF 009 problem. Should discuss with your accountants.]




     3. Registration; Procedures.



          3.1 Filings; Information. Whenever the Company is required to effect the Registration of any
Registrable Securities pursuant to Section 2, the Company shall use its best efforts to
effect the Registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as promptly as practicable, and in connection with any such
request:




               3.1.1 Filing Registration Statement. The Company shall, as promptly as practicable (and in
any event within seventy-five (75) days) after receipt of a request for a Demand Registration
pursuant to Section 2.1 prepare and file with the Commission a Registration Statement on
any form for which the Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of



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all Registrable Securities to be registered thereunder in accordance with the intended
method(s) of distribution thereof, and shall use its best efforts to cause such Registration
Statement to become and remain effective for the period required by Section 3.1.3;
provided, however, that the Company shall have the right to defer any Demand
Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be
applicable to deferment of any Registration to which such Piggy-Back Registration related, in each
case, if the Company shall furnish to the holders a certificate
signed by the Chief Executive Officer of the
Company stating that, in the good faith judgment of the Board of Directors of the Company, it would
be materially detrimental to the Company and its stockholders for such Registration Statement to be
effected at such time; provided further, that the Company shall not be obligated to
deliver securities and shall not have penalties for failure to deliver securities, if a
Registration Statement is not effective at the time of exercise by the holder.



               3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or
any amendment or supplement thereto, furnish without charge to the holders of Registrable
Securities included in such Registration, and such holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such
Registration or legal counsel for any such holders may request in order to facilitate the
disposition of the Registrable Securities owned by such holders.



               3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such
amendments, including post-effective amendments, and supplements to such Registration Statement and
the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such Registration Statement
(which period shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of the Commission or
any governmental agency or court) or such securities have been withdrawn.



               3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly,
and in no event more than two (2) business days after such filing, notify the holders of
Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2)
business days of the occurrence of any of the following: (i) when such Registration Statement
becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all actions required to prevent the entry of such stop order or to remove it if
entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of the securities covered by such Registration
Statement, such prospectus will not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not
misleading, and promptly make available to the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders,
copies of all such documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall reasonably object.



               3.1.5 State Securities Laws Compliance. The Company shall use its best efforts to (i)
register or qualify the Registrable Securities covered by the Registration Statement under such
securities or “blue sky” laws of such jurisdictions in the United States as the holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request, and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or



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approved by such other Governmental Authorities as may be necessary by virtue of the business
and operations of the Company and do any and all other acts and things that may be necessary or
advisable to enable the holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph or subject itself to taxation in any such jurisdiction.



               3.1.6 Agreements for Disposition. The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties, and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the holders of Registrable Securities included in such
Registration Statement. No holder of Registrable Securities included in such Registration
Statement shall be required to make any representations or warranties in the underwriting agreement
except, if applicable, with respect to such holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and
organizational documents, and with respect to written information relating to such holder that such
holder has furnished in writing expressly for inclusion in such Registration Statement.



               3.1.7 Cooperation. The principal executive officer of the Company, the principal financial
officer of the Company, the principal accounting officer of the Company, and all other officers and
members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering materials and related
documents, and participation in meetings with Underwriters, attorneys, accountants, and potential
investors.



               3.1.8 Records. The Company shall make available for inspection by the holders of Registrable
Securities included in such Registration Statement, any Underwriter participating in any
disposition pursuant to such Registration Statement and any attorney, accountant, or other
professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors, and employees to supply all
information requested by any of them in connection with such Registration Statement.



               3.1.9 Opinions and Comfort Letters. The Company shall furnish to each holder of Registrable
Securities included in any Registration Statement a signed counterpart, addressed to such holder,
of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort
letter from the Company’s independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement, at any time that such holder elects
to use a prospectus, an opinion of counsel to the Company (based solely on the oral advice of the
Commission) to the effect that the Registration Statement containing such prospectus has been
declared effective and that no stop order is in effect.



               3.1.10 Earnings Statement. The Company shall comply with all applicable rules and regulations
of the Commission and the Securities Act, and make available to its stockholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months, beginning within three
(3) months after the effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.



               3.1.11 Listing. The Company shall use its best efforts to cause all Registrable Securities
included in any Registration to be listed on such exchanges or otherwise designated for trading in
the same manner as similar securities issued by the Company are then listed or designated or, if no
such similar securities are then listed or designated, in a manner satisfactory to the holders of a
majority of the Registrable Securities included in such Registration.



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          3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a
resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information, each holder of Registrable
Securities included in any Registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such holder receives the supplemented or amended prospectus contemplated by Section
3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.




          3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in
connection with any Registration under this Agreement, and all expenses incurred in performing or
complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees;
(ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and
disbursements of counsel in connection with blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by Section 3.1.11;
(vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees and disbursements of counsel
for the Company and fees and expenses for independent certified public accountants retained by the
Company (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special
experts retained by the Company in connection with such Registration, and (ix) the fees and
expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable
Securities included in such Registration. The Company shall have no obligation to pay any
underwriting discounts or selling commissions attributable to the Registrable Securities being sold
by the holders thereof, which underwriting discounts or selling commissions shall be borne by such
holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall
bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each
is selling in such offering.




          3.4 Information. The holders of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the
preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the Registration of any Registrable Securities under the Securities Act pursuant to
Section 2 and in connection with the Company’s obligation to comply with federal and
applicable state securities laws.




     4. Indemnification and Contribution.



          4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each
Investor and each other holder of Registrable Securities, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys, and agents, and each person, if
any, who controls an Investor and each other holder of Registrable Securities (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages, or
liabilities, whether joint or several, arising out of or based upon any untrue statement (or
allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arising out of or based upon any
omission (or alleged omission) to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such Registration; and the
Company shall promptly reimburse the Investor Indemnified Party for any legal and any other
expenses reasonably incurred by such Investor Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability, or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such expense, loss, claim, damage, or liability arises out of or is based upon any
untrue statement or allegedly untrue statement or omission or alleged omission made in such
Registration Statement,



8









 






preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to the Company, in
writing, by such selling holder expressly for use therein. The Company also shall indemnify any
Underwriter of the Registrable Securities, their officers, affiliates, directors, partners,
members, and agents and each person who controls such Underwriter on substantially the same basis
as that of the indemnification provided above in this Section 4.1.




          4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable
Securities will, in the event that any Registration is being effected under the Securities Act
pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and
each Underwriter (if any), and
each other selling holder and each other person, if any, who controls another selling holder or
such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments,
damages, or liabilities, whether joint or several, insofar as such losses, claims, judgments,
damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement (or allegedly untrue) statement of a material fact contained in the Registration
Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus, or summary prospectus contained in any
Registration Statement, or any amendment or supplement to the Registration Statement, or arise out
of or are based upon any omission (or alleged omission) to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, if the statement or
omission was made in reliance upon and in conformity with information furnished in writing to the
Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other
expenses reasonably incurred by any of them in connection with
investigating or defending any such
loss, claim, damage, liability, or action. Each selling holder’s indemnification obligations
hereunder shall be several and not joint and shall be limited to the amount of any net proceeds
actually received by such selling holder.




          4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any
notice of any loss, claim, damage or liability or any action in respect of which indemnity may be
sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall,
if a claim in respect thereof is to be made against any other person for indemnification hereunder,
notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment,
damage, liability, or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the
Indemnified Party is seeking indemnification with respect to any claim or action brought against
the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim
or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to
assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After
notice from the Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party
are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may
be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of
such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of
such Indemnified Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.




          4.4 Contribution.




               4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2
and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability, or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount



9









 







paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability,
or action in such proportion as is appropriate to reflect the relative fault of the Indemnified
Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in
such loss, claim, damage, liability, or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such statement or omission.



               4.4.2 The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as
a result of any loss, claim, damage, liability, or action referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount in excess of the dollar amount of
the net proceeds (after payment of any underwriting fees, discounts, commissions, or taxes)
actually received by such holder from the sale of Registrable Securities which gave rise to such
contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.



     5. Underwriting and Distribution.



          5.1 Rule 144. The Company covenants that it shall use its best efforts to file any reports
required to be filed by it under the Securities Act and the Exchange Act and shall use its best
efforts to take such further action as the holders of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holders to sell Registrable
Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or
any similar Rule or regulation hereafter adopted by the Commission.




     6. Miscellaneous.



          6.1 Other Registration Rights. The Company represents and warrants that no person, other than
a holder of the Registrable Securities, has any right to require the Company to register any shares
of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any
Registration filed by the Company for the sale of shares of capital stock for its own account or
for the account of any other person.




          6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties, and
obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part. This Agreement and the rights, duties, and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities
in conjunction with and to the extent of any transfer of Registrable Securities by any such holder.
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of
each of the parties and the permitted assigns of the Investors or
holders of Registrable Securities or
of any assignee of the Investors or holders of Registrable Securities. This Agreement is not
intended to confer any rights or benefits on any persons that are not party hereto other than as
expressly set forth in Article 4 and this Section 6.2.




          6.3 Notices. All notices, demands, requests, consents, approvals, or other communications
(collectively, “Notices”) required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex, or facsimile, addressed as set forth below, or to such other address as such party shall
have specified most recently by written notice. Notice shall be deemed given on the date of
service or transmission if personally served or transmitted by telegram, telex, or facsimile;
provided, however, that if such service or transmission is not on a business day or
is after normal business hours, then such notice shall


10









 







be deemed given on the next business day. Notice otherwise sent as provided herein shall be
deemed given on the next business day following timely delivery of such notice to a reputable air
courier service with an order for next-day delivery.



To the Company:



Atlas Acquisition Holdings Corp.

c/o Hauslein & Company, Inc.

11450 SE Dixie Highway, Suite 105

Hobe Sound, Florida 33455
 Attn: James
N. Hauslein



with a copy to:



Greenberg
Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attn: Brian H. Blaney, Esq.


To
an Investor:



To the address of such Investor(s) as are then reflected on the records of the Company.





          6.4 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 that is valid and enforceable.




          6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which taken together shall constitute one and the same
instrument.




          6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto
and all certificates and instruments delivered pursuant hereto and
thereto) constitutes the entire
agreement of the parties with respect to the subject matter hereof
and supersedes all prior and
contemporaneous agreements, representations, understandings, negotiations, and discussions between
the parties, whether oral or written.




          6.7 Modifications and Amendments. No amendment, modification, or termination of this
Agreement shall be binding upon any party unless executed in writing by such party.





          6.8 Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the construction of any provision of this Agreement.




          6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach, or
default which such party has the right to waive; provided, however, that such
waiver will not be effective against the



11









 






waiving party unless it is in writing, is signed by such party, and specifically refers to
this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach
or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.




          6.10 Remedies Cumulative. In the event that the Company fails to observe or perform any
covenant or agreement to be observed or performed under this Agreement, the Investor or any other
holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or
action at law, whether for specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the exercise of any power granted in
this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers, or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power, or remedy shall be
cumulative and in addition to any other right, power, or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute, or otherwise.




          6.11 Governing Law. This Agreement shall be governed by, interpreted under, and construed in
accordance with the internal laws of the State of New York applicable to agreements made and to be
performed within the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction.




          6.12 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the
right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with, or relating to this Agreement, the
transactions contemplated hereby, or the actions of any Investor in the negotiation,
administration, performance or enforcement hereof.




[Signatures appear on the following page]




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     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ATLAS ACQUISITION HOLDINGS CORP.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:
	 	James N. Hauslein
	 

	 	 	 	Title:
	 	Chairman of the Board and Chief Executive

Officer
	 
	 	 	 	 	 	 
	 	 	INVESTORS:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	James N. Hauslein
	 
	 	 	 	 	 	 
	 	 	Diane G. Hauslein Trust
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Elephant North America Limited
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Promethean PLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	Sir Peter Burt
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	Michael W. Burt
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Michael T. Biddulph
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	George L. Pita






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	 	 	Irrevocable Trust #1 For Descendants of Rohit M.
Desai
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	Robert A. Knox
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	Raj Mishra
	 
	 	 	 	 	 	 
	 	 	Berg 2005 Irrevocable Trust
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	Mohit Burman
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 	 	 	 	 
	 	 	 	 	Robert C. Grayson







14