RECITALSIndemnification Agreement • August 11th, 2000 • Tribeworks Inc • Non-operating establishments • California
EXHIBIT 2.1Merger Agreement • May 19th, 2000 • Tribeworks Inc • Non-operating establishments
Exhibit 10.1 CONSULTING AGREEMENT CONSULTING AGREEMENT (the "Agreement) dated as of January 1, 2002 by Tribeworks, Inc., a corporation organized under the laws of the State of California with principal place of business at 988 Market Street, San...Consulting Agreement • August 14th, 2002 • Tribeworks Inc • Services-prepackaged software • California
EXHIBIT 10.1Software Agreement • July 10th, 2000 • Tribeworks Inc • Non-operating establishments
VOTING AGREEMENTVoting Agreement • July 10th, 2000 • Tribeworks Inc • Non-operating establishments • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2007, between Tribeworks, Inc. a Delaware corporation, with headquarters located at 2001 152nd Avenue NE, Redmond, Washington 98052 (the “Company”) and West Coast Opportunity Fund, LLC, a Delaware limited liability company with headquarters located at 2151 Allesandro Drive, Suite 100, Ventura, California 93001 (the “Buyer” and collectively with the Company, the “Parties”).
SECURED GUARANTYSecured Guaranty • June 19th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
This SECURED GUARANTY (this “Guaranty”), dated as of June 15, 2007, is made by Tribeworks, Inc., a Delaware corporation (the “Parent”), and each of the subsidiaries of Parent listed on Exhibit A attached hereto and incorporated herein (each a “Guarantor” and together with the Parent, the “Guarantors”).
ASSET AND STOCK PURCHASE AGREEMENT January 19, 2006Asset and Stock Purchase Agreement • January 25th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
WHEREAS, BLive in turn owns 49 shares in INFOBUILD NETWORKS (CANADA) INC (“Infobuild”) and John Byrne (“Byrne”) owns 51 shares in INFOBUILD NETWORKS (CANADA) INC (“Byrne Infobuild Shares”) and these 100 shares comprise all of the issued and outstanding capital stock of Infobuild; and
LOCK-UP AGREEMENTLock-Up Agreement • June 19th, 2007 • Tribeworks Inc • Services-prepackaged software • Texas
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of June, 2007, between West Coast Opportunity Fund, LLC, a California limited liability company (“WCOF”), and the individuals and entities that execute and deliver a Counterpart Signature Page hereof, each a shareholder of Tribeworks, Inc., a Delaware corporation (the “Company”), and sometimes collectively referred to herein as the “Stockholders” and each, a “Stockholder.”
NOTE AMENDMENT AND SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2008 • Atlas Technology Group, Inc. • Services-computer processing & data preparation • Delaware
NOTE AMENDMENT AND SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2007, by and among West Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Buyer”), Atlas Technology Group, Inc. (f/k/a Tribeworks, Inc.), a Delaware corporation (the “Company”), and all of the Company’s subsidiaries: Atlas Technology Group Holdings Limited, a Malta company, Atlas Technology Group (NZ) Limited, a New Zealand company, Atlas Technology Group Limited (f/k/a TakeCareofIT Limited), a Malta company, Atlas Technology Group (US), Inc., a Delaware corporation (“ATG US”), Atlas Technology Group Consulting Inc., a Delaware corporation, and BLive Networks, Inc., a British Columbia corporation (collectively, the “Subsidiaries”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 19th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
This PLEDGE AND SECURITY AGREEMENT, (the “Agreement”), dated as of June 15, 2007, by and among Atlas Technology Group (US), Inc., a Delaware corporation (the “Company”), Tribeworks, Inc., a Delaware corporation (the “Parent”), each of the subsidiaries of Parent listed on Exhibit A attached hereto and incorporated herein (each a “Guarantor” and together with the Parent, the “Guarantors”, and together with the Company and the Parent, the “Debtors” and each a “Debtor”) and West Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Secured Party”).
FORTE AGREEMENTAsset and Stock Purchase Agreement • January 25th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of January, 2007, between TRIBEWORKS, INC., a Delaware corporation, (the “Company”) and FORTE FINANCE LIMITED (“Forte”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2008 • Atlas Technology Group, Inc. • Services-computer processing & data preparation • Delaware
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2007, by and between Atlas Technology Group, Inc. (f/k/a Tribeworks, Inc.) a Delaware corporation, with headquarters located at 2001 152nd Avenue NE, Redmond, Washington 98052 (the “Company”) and West Coast Opportunity Fund, LLC, a Delaware limited liability company with headquarters located at 2151 Allesandro Drive, Suite 100, Ventura, California 93001 (the “Buyer” and collectively with the Company, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement or Note Amendment and Securities Purchase Agreement, as applicable.
EXHIBIT 99.2 ASSET AND LIABILITY ASSIGNMENT AND INDEMNIFICATION AGREEMENT This Asset and Liability Assignment and Indemnification Agreement ("Assignment and Indemnification Agreement"), effective this 29th day of March, 2005 is made by and between...Asset and Liability Assignment and Indemnification Agreement • March 31st, 2005 • Tribeworks Inc • Services-prepackaged software • California
Tribeworks, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • November 3rd, 2005 • Tribeworks Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 19, 2007, by and between Tribeworks, Inc., a Delaware corporation (the “Company”), and Petroleum Corporation of Canada Limited, an Alberta corporation (the “Stockholder”), in connection with that certain Stock and Asset Purchase Agreement dated as of January 19, 2007 (the “Purchase Agreement”), by and between Tribeworks, BLive Networks Inc. and other parties. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to such terms in the Purchase Agreement.
AMENDMENT NO. 1 TO SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTESenior Secured Non-Convertible Promissory Note • January 7th, 2008 • Atlas Technology Group, Inc. • Services-computer processing & data preparation • Delaware
AMENDMENT NO. 1 TO SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE (this “Note Amendment”), dated as of December 31, 2007, by and between Atlas Technology Group (US), Inc., a Delaware corporation, (hereinafter referred to as the “Maker”), a wholly owned subsidiary of Atlas Technology Group, Inc. (f/k/a Tribeworks, Inc.), a Delaware corporation (the “Company”), and West Coast Opportunity Fund, LLC, a Delaware limited liability company (“Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 15, 2007, by and among Tribeworks, Inc., a Delaware corporation, (the “Company”); all of its subsidiaries: Atlas Technology Group Holdings Limited, a Malta company, Atlas Technology Group (NZ) Limited, a New Zealand company, TakeCareofIT Limited, a Malta company, Atlas Technology Group (US), Inc. (“ATG US”), a Delaware corporation, Atlas Technology Group Consulting Inc., a Delaware corporation, BLive Networks Inc., a British Columbia corporation (collectively the “Subsidiaries”); and West Coast Opportunity Fund, LLC, a Delaware limited liability company, (the “Buyer”).
ESCROW AGREEMENTEscrow Agreement • June 19th, 2007 • Tribeworks Inc • Services-prepackaged software • Delaware
This Escrow Agreement (this “Agreement”) is made and entered into as of June 15, 2007, by and among the undersigned West Coast Opportunity Fund, LLC, a Delaware limited liability company (the “Purchaser”), Atlas Technology Group (US), Inc., a Delaware corporation (the “Maker”), and Wells Fargo Bank, National Association (the “Escrow Agent”).
EXHIBIT 10.1Software Agreement • May 19th, 2000 • Tribeworks Inc • Non-operating establishments
CONSULTING AGREEMENT Atlas Technology Group, Inc. and MuseConsulting Agreement • July 21st, 2008 • Atlas Technology Group, Inc. • Services-computer processing & data preparation • Texas
This Agreement is made effective as of July 14, 2008, by and between Atlas Technology Group, Inc., of 2001 - 152nd Ave NE, Redmond, WA 98052, and Muse Consulting, of 17202 Meadow Tree Cir., Dallas, TX 75248.
Share Transfer Agreement between TAKECAREOFIT LIMITED and TRIBEWORKS INC. in respect of TAKECAREOFIT HOLDINGS LIMITED (GRECH VELLA TORTELL & HYZLER LOGO)Share Transfer Agreement • January 26th, 2006 • Tribeworks Inc • Services-prepackaged software • Gibraltar
Of the first part TakecareofIT Limited, a company incorporated under the laws of Gibraltar registered with number 94496 and having its registered office at 12/13, Block 5, Watergardens, Gibraltar, duly represented hereon by Doctor of Laws Michael Grech, as duly authorised in virtue of the annexed power of attorney, marked Document ‘A’ (hereinafter referred to as the Vendor).
