SECURED GUARANTY
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”).
WHEREAS,
West
Coast Opportunity Fund, LLC, a Delaware limited liability company (the
“Secured
Party”),
has or
will make certain financial accommodations for the benefit of the Atlas
Technology Group (US), Inc., a Delaware corporation (the “Company”),
evidenced by the Promissory
Notes
(as
such term is defined in the Securities Purchase Agreement described below)
as
required by that certain Securities Purchase Agreement, dated as of the date
hereof, between the Company and the Secured Party (the “Securities
Purchase Agreement”);
WHEREAS,
it is a
condition to the willingness of the Secured Party to make certain financial
accommodations for the benefit of the Company as contemplated under the
Securities Purchase Agreement that each Guarantor enters into this Guaranty
for
the benefit of the Secured Party; and
WHEREAS,
the
Guarantors are affiliates of the Company, each Guarantor will receive either
a
direct or indirect benefit from the credit provided to the Company under the
Promissory Notes, the Security Agreement, dated as of the date hereof, made
by
the Company and the Guarantors for the benefit of the Secured Party (the
“Security
Agreement”),
and
the other documents executed
pursuant to Section
3(h)
of the
Security Agreement (together with the Promissory Notes and the Security
Agreement, the “Transaction
Documents”),
and
have agreed to guarantee the obligations of the Company under the Transaction
Documents;
NOW
THEREFORE,
the
parties hereto, intending to be legally bound, and in consideration of the
foregoing and the mutual covenants contained herein, hereby agree as
follows:
Section 1. Guaranty.
(a) Each
Guarantor, jointly and severally, as primary obligor and not merely as surety,
hereby absolutely, unconditionally and irrevocably guarantees: (i) the
performance of all obligations of the Company under the Transaction Documents,
including without limitation the due and punctual payment in full (and not
merely the collectibility) of all obligations under the Promissory Notes,
including all principal thereof and all interest payable thereon, at the
interest rate provided therein, in each case regardless of the extent allowed
as
a claim in any proceeding in respect of the bankruptcy, reorganization or
insolvency of the Company or any Guarantor (a “Reorganization”),
in
each case when due and payable, according to the terms of the Promissory Notes
and the other Transaction Documents, whether at stated maturity, by reason
of
acceleration or otherwise; (ii) the due and punctual payment in full (and not
merely the collectibility) of all other sums and charges which may at any time
be due and payable by the Company in accordance with, or under the terms of,
the
Promissory Notes or the other Transaction Documents, whether at stated maturity,
by reason of acceleration or otherwise; and (iii) the due and punctual payment
in full (and not merely the collectibility), performance and/or observance
of
all other indebtedness, liabilities, obligations, terms, covenants and
conditions contained in the Transaction Documents, whether now or hereafter
existing, on the part of the Company to be paid, performed or observed (all
of
the foregoing being hereinafter together called the “Guaranteed
Obligations”).
(b) Notwithstanding
any provision contained in this Guaranty or any other Guaranty Document (as
defined in Section 2 below) to the contrary, it is the intention and
guaranty of each Guarantor and the Company that the obligations of the each
Guarantor under this Guaranty shall be valid and enforceable against every
Guarantor to the maximum extent permitted by applicable law. Accordingly, if
any
provision of this Guaranty creating any obligation of any Guarantor in favor
of
the Secured Party shall be declared to be invalid or unenforceable in any
respect or to any extent, it is the stated intention and agreement of each
Guarantor and the Secured Party that any balance of the obligation created
by
such provision and all other obligations of each Guarantor to the Secured Party
created by other provisions of this Guaranty shall remain valid and enforceable.
Likewise, if any sums which the Secured Party may be otherwise entitled to
collect from any Guarantor under this Guaranty shall be declared to be in excess
of those permitted under any law (including any federal or state fraudulent
conveyance or like statute or rule of law) applicable to such Guarantor’s
obligations under this Guaranty, it is the stated intention and agreement of
the
Guarantor and the Secured Party that all sums not in excess of those permitted
under such applicable law shall remain fully collectible by the Secured Party
from such Guarantor and such excess sums shall nevertheless survive as a
subordinate obligation of such Guarantor, junior in right to the claims of
general unsecured creditors, but prior to the claims of equity holders in any
Guarantor. This provision shall control every other provision of the Guaranty
Documents.
Section 2. Security.
This
Guaranty (as the same may be amended, modified, supplemented, replaced or
extended from time to time) and all obligations, indebtedness or liabilities
of
each Guarantor arising hereunder, as well as the obligations under the other
Transaction Documents, shall be secured by the Security Agreement (the Security
Agreement, together with this Guaranty and any and all other agreements now
or
hereafter securing this Guaranty, being collectively referred to herein as
the
“Guaranty
Documents”)
and
the other Guaranty Documents.
Section 3. Subsequent
Changes.
Each
Guarantor expressly agrees that the Secured Party may, in its sole and absolute
discretion, without notice to or further assent of any Guarantor and without
in
any way releasing, affecting or impairing the Guaranteed Obligations and
liabilities of any Guarantor hereunder: (a) waive compliance with, or any
default under, or grant any other indulgences with respect to, the Guaranteed
Obligations; (b) modify, amend or change any provisions of the Guaranteed
Obligations; (c) grant extensions or renewals of or with respect to the
Guaranteed Obligations, and/or effect any release, compromise or settlement
in
connection therewith; (d) agree to the substitution, exchange, release or other
disposition of any Guarantor or of all or any part of the collateral securing
the Guaranteed Obligations; (e) make advances for the purpose of performing
any
term or covenant contained in the Guaranty Documents or any other Transaction
Documents evidencing the Guaranteed Obligations, with respect to which the
Company shall be in default; (f) deal in all respects with the Company and
any
Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed
Obligations as if this Guaranty were not in effect; (h) extend credit to the
Company or any Guarantor whether or not (1) notice of election to terminate
any
of the Transaction Documents or any other agreement among the Secured Party
and
the Company or the Guarantor has been given by the Secured Party, or by the
Company or any Guarantor, or (2) any Event of Default, or any event that with
notice or lapse of time, or both, would constitute an Event of Default, has
occurred under the Promissory Notes or any other agreement among the Secured
Party and the Company or any Guarantor; (g) replace any existing obligations
and
the documentation therefore with an amended and restated obligation and the
documentation therefor; and (h) settle or compromise any or all of the
Guaranteed Obligations with the Company or any Guarantor, and/or any other
person or persons liable therein, and/or subordinate the payment of same or
any
part hereof to the payment of any other debts or claims which may at any time
be
due or owing to the Secured Party and/or other person.
2
Section 4. Direct
and Absolute Obligation.
The
liability of each Guarantor under this Guaranty shall be primary, direct and
immediate and not conditional or contingent upon pursuit by the Secured Party
of
any remedies it may have against the Company or any Guarantor or any other
party
with respect to the Guaranteed Obligations, whether pursuant to the terms of
the
Promissory Notes or otherwise. The obligations of each Guarantor under this
Guaranty shall be absolute and unconditional, irrespective of the genuineness,
validity, regularity, enforceability or priority of the Promissory Notes or
the
Transaction Documents, the Guaranteed Obligations or any other circumstances
that might otherwise constitute a legal or equitable discharge of a surety
or
guarantor and without regard to any counterclaim, setoff, declaration or defense
of any kind which any party obligated under the Promissory Notes or any other
document evidencing or securing any of the Guaranteed Obligations may have
or
assert. No exercise or nonexercise by the Secured Party of any right given
to it
hereunder or under the Promissory Notes, and no change, impairment or suspension
of any right or remedy of the Secured Party, shall in any way affect any
Guarantor’s obligations hereunder or give any Guarantor any recourse against the
Secured Party. Without limiting the generality of the foregoing, the Secured
Party shall not be required to make any demand on the Company, its Affiliates
and/or any other party, or otherwise pursue or exhaust its remedies against
the
Company or any other party, before, simultaneously with or after, enforcing
its
rights and remedies hereunder against any Guarantor. Any one or more successive
and/or concurrent actions may be brought hereon against any Guarantor, either
in
the same action, if any, brought against the Company and/or any other party,
or
in separate actions, as often as the Secured Party, in its sole discretion,
may
deem advisable.
Section 5. Waivers.
(a) Each
Guarantor hereby expressly waives: (i) diligence, presentment and demand for
payment and protest of nonpayment; (ii) notice of acceptance of this Guaranty
and of presentment, demand, dishonor and protest; (iii) notice of any default
hereunder or under the Promissory Notes or any other Guaranteed Obligations
and
of all indulgences; (iv) all other notices and demands otherwise required by
law
that any Guarantor may lawfully waive; (v) the right to assert in any action
or
proceeding hereupon any setoff, counterclaim or other claim which it may have
against the Secured Party; and (vi) the benefit of all other principles or
provisions of law, statutory or otherwise, which are or might be in conflict
with the terms hereof. As further consideration for the purchase of the
Promissory Notes by the Secured Party from the Company and as a material
inducement to the Secured Party to purchase the Promissory Notes and accept
this
Guaranty, each Guarantor hereby irrevocably postpones, until satisfaction in
full of the Guaranteed Obligations, all claims, whether based in equity or
law,
whether by contract, statute or otherwise, that such Guarantor might now or
hereafter have against the Company or any other person that is primarily or
contingently liable on the Guaranteed Obligations guarantied hereby or that
arise from the existence or performance of such Guarantor’s obligations under
this Guaranty, including, but not limited to, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, or participation
in
any claim or remedy of the Company or any of its Subsidiaries against the
Secured Party or any collateral security that the Secured Party now has or
hereafter acquires.
3
(b) Each
Guarantor is presently informed of the financial condition of the Company and
of
all of the circumstances which a diligent inquiry would reveal and which bear
upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby
covenants and agrees that such Guarantor will continue to keep itself informed
of the Company’s financial condition, the status of other guarantors, sureties,
or other parties liable with respect to the Guaranteed Obligations, if any,
and
of all of the circumstances which bear upon the risk of nonpayment. Absent
a
written request for such information by any Guarantor to the Secured Party,
each
Guarantor hereby waives its right if any, to require the Secured Party to
disclose to each Guarantor any information which the Secured Party may now
or
hereafter acquire concerning such condition or circumstances, including, without
limitation, the release of or revocation by any other guarantor or other party
liable with respect to the Guaranteed Obligations.
Section 6. Unenforceability
of Obligations against the Company.
If for
any reason the Company has no legal existence or is under no legal obligation
to
discharge any of the Guaranteed Obligations, or if any of the Guaranteed
Obligations have become irrecoverable from the Company by reason of its
insolvency, bankruptcy or reorganization or by other operation of law or for
any
other reason, this Guaranty shall nevertheless be binding on each Guarantor
to
the same extent as if each Guarantor at all times had been the principal obligor
on all such Guaranteed Obligations. In the event that acceleration of the time
for payment of any of the Guaranteed Obligations is stayed upon the insolvency,
bankruptcy or reorganization of the Company or for any other reason, all such
amounts otherwise subject to acceleration under the terms of the Promissory
Notes, the other Transaction Documents or any other agreement evidencing,
securing or otherwise executed in connection with any Guaranteed Obligation
shall be immediately due and payable by the Guarantors.
Section 7. Representations
and Warranties.
Each
Guarantor, as to itself, hereby represents and warrants to the Secured Party
that:
(a) such
Guarantor (i) is duly organized and validly existing and in good standing under
the laws of the jurisdiction of its formation and is duly qualified to transact
business in each jurisdiction where because of the nature of its business or
property such qualification is required, (ii) has full power and authority
to
own its properties and assets and to carry on its business as now being
conducted and as presently contemplated, and (iii) has full power and authority
to execute and deliver, and perform its obligations under, the Guaranty
Documents to which it is a party or signatory.
4
(b) the
execution and delivery of, and performance by such Guarantor of its obligations
under, the Guaranty Documents are within its corporate or other power, as
applicable, have been duly authorized by all requisite action and do not and
will not violate any provision of law, any order, judgment or decree of any
court or other agency of government, the constitution, corporate charter or
by-laws of such Guarantor or any indenture, agreement or other instrument to
which such Guarantor is a party, or by which such Guarantor is bound, or be
in
conflict with, result in a breach of, or constitute (with due notice or lapse
of
time or both) a default under, or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the property
or
assets of such Guarantor pursuant to, any such indenture, agreement or
instrument, except where such violation, conflict or default would not have
a
material adverse effect on the properties, assets or condition (financial or
otherwise) of such Guarantor or any rights of the Secured Party under any of
the
Guaranty Documents to which it is a party (hereinafter, a “Material
Adverse Effect”).
Each
of the Guaranty Documents to which the Guarantor is a party, including without
limitation the Security Agreement, constitutes the valid and binding obligation
of such Guarantor, enforceable against it in accordance with its terms, subject,
however, to bankruptcy, insolvency, reorganization, moratorium and similar
laws
affecting the rights and remedies of creditors generally or the application of
principles of equity, whether in any action in law or proceeding in equity,
and
subject to the availability of the remedy of specific performance or of any
other equitable remedy or relief to enforce any right under any such
agreement.
(c) Except
for filings to be made in connection with the Security Agreement (including,
but
not limited to, UCC-1 Financing Statements) and any other collateral document
that requires the recordation or filing with any governmental authority, such
Guarantor is not required to obtain any consent, approval or authorization
from,
or to file any declaration or statement with, any governmental instrumentality
or other agency, or any other person, in connection with or as a condition
to
the execution, delivery or performance of any of the Guaranty Documents to
which
it is a party.
(d) There
is
no action, suit or proceeding at law or in equity or by or before any
governmental instrumentality or other agency, including any arbitration board
or
tribunal, now pending or, to the knowledge of such Guarantor, threatened (nor
is
any basis therefor known to such Guarantor), (i) which questions the validity
of
any of the Guaranty Documents, or any action taken or to be taken pursuant
hereto or thereto, or (ii) against or affecting such Guarantor which, if
adversely determined, either in any case or in the aggregate, would have a
Material Adverse Effect.
(e) Such
Guarantor is not a party to any agreement or instrument or subject to any
corporate, partnership or other restriction which by its terms could have a
Material Adverse Effect as a result of such Guarantor entering into this
Guaranty or performing hereunder.
5
(f) Such
Guarantor is not in violation of any provision of its constitution, corporate
charter or by-laws or any material indenture, agreement or instrument to which
it is a party or by which it is bound or, to the best of such Guarantor’s
knowledge and belief, of any provision of law or any order, judgment or decree
of any court or other Governmental Authority except to the extent such violation
would not be material.
Section 8. Affirmative
Covenant.
Each
Guarantor hereby covenants and agrees that, until payment in full of the
Guaranteed Obligations and termination of all commitments with respect thereto,
such Guarantor shall comply or cause another entity to comply with all of the
covenants and other provisions of the Promissory Notes which apply to it (if
any) or such controlled party (if any).
Section 11. Events
of Default.
In each
case of the occurrence of an “Event of Default”, as such term (or any similar
term) is defined in the Promissory Notes (hereinafter referred to as an
“Event
of Default”),
then
and upon any such Event of Default and at any time thereafter during the
continuance of such Event of Default, at the election of the Secured Party
(or
automatically in the case of certain Events of Default as specified in the
Promissory Notes), the Guaranteed Obligations and any and all other obligations
of the Company and each Guarantor and any of them to the Secured Party shall
for
the purposes of this Guaranty immediately become due and payable, both as to
principal and interest, without presentment, demand, or protest, all of which
are hereby expressly waived, anything contained herein or other evidence of
such
Guaranteed Obligations to the contrary notwithstanding.
Section 12. Notices.
All
notices, requests, demands and other communications provided for hereunder
shall
be in writing (including telecopied communication) and mailed or telecopied
or
delivered to the applicable party at the addresses indicated pursuant to the
Security Agreement or, as to each party, at such other address as shall be
designated by such parties in a written notice to the other party complying
as
to delivery with the terms of this Section. All such notices, requests, demands
and other communication shall be deemed given upon receipt by the party to
whom
such notice is directed.
Section 13. Place
and Denomination of Payment.
All
Guaranteed Obligations paid by any Guarantor hereunder shall be paid in U.S.
Dollars in immediately available funds to the Secured Party at their offices
at
the address provided for above unless some other address is hereafter designated
by the Secured Party.
Section 14. Subordination,
Assignment and Transfer.
Until
the payment and performance in full of all Guaranteed Obligations, no Guarantor
shall accept or retain any distribution or other payment from the Company unless
the same is not restricted under the terms of the Promissory Notes. Each
Guarantor hereby irrevocably appoints the Secured
Party,
as
defined in the Security Agreement and as may be replaced from time to time,
as
such Guarantor’s attorney-in-fact in its name to demand and enforce payment of
such Guarantor’s obligations and indebtedness hereunder, to prove all claims,
receive all dividends and take all other action on said obligations and
indebtedness in any liquidation or any proceedings whatsoever affecting the
Company or their property under any bankruptcy or other laws now or hereafter
in
effect for the relief of debtors.
6
Section 15. Termination
of Guaranty.
This
Guaranty is a continuing Guaranty and shall remain in full force and effect
until the indefeasible payment in full in cash (or other property acceptable
to
the Secured Party, in their sole discretion) of the Guaranteed
Obligations.
Section 16. Company’s
Insolvency.
The
obligations of each Guarantor to make payment in accordance with the terms
of
this Guaranty shall not be impaired, modified, changed, released or limited
in
any manner whatsoever by any impairment, modification, change, release or
limitation of the liability of the Company, any of its Subsidiaries or any
of
its respective estates, in bankruptcy or reorganization resulting from the
operation of any present or future provision of the United States Bankruptcy
Code or other statute or from the decision of any court. Each Guarantor agrees
that in the event any amounts referred to herein are paid in whole or in part
by
the Company, any of its Subsidiaries or any Guarantor, such Guarantor’s
liability hereunder shall continue and remain in full force and effect in the
event that all or any part of any such payment is recovered from the Secured
Party as a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law. Each Guarantor further agrees that this
Guaranty includes the costs incurred by the Secured Party in defending any
claim
or suit seeking such recovery.
Section 17. Nonwaiver
of Rights.
All
rights and remedies afforded to the Secured Party by reason of this Guaranty
and
the Promissory Notes or by law are separate and cumulative and the exercise
of
one shall not in any way limit or prejudice the exercise of any other such
rights or remedies. No delay or omission by the Secured Party in exercising
any
such right or remedy shall operate as a waiver thereof. No waiver of any rights
and remedies hereunder, and no modification or amendment hereof, shall be deemed
made by the Secured Party unless in writing and duly executed. Any such written
waiver shall apply only to the particular instance specified therein and shall
not impair the further exercise of such right or remedy or of any other right
or
remedy of the Secured Party, and no single or partial exercise of any right
or
remedy hereunder shall preclude further exercise of any other right or
remedy.
Section 18. CONSENT
TO JURISDICTION.
EACH
GUARANTOR, TO THE EXTENT THAT SUCH GUARANTOR MAY LAWFULLY DO SO, HEREBY CONSENTS
TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE
OF
DELAWARE,
AS WELL
AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH
COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF
SUCH GUARANTOR’S OBLIGATIONS UNDER OR WITH RESPECT TO THIS GUARANTY AND THE
GUARANTY DOCUMENTS, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS SUCH GUARANTOR
MAY HAVE AS TO VENUE INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH
FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT THAT IT MAY LAWFULLY
DO
SO, EACH GUARANTOR CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR
U.S. CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH
GUARANTOR IN CARE OF THE COMPANY AT THE ADDRESS PROVIDED IN THE PROMISSORY
NOTES. TO THE EXTENT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
GUARANTY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7
Section 19. Governing
Law.
This
Guaranty shall be construed in accordance with and governed by the laws of
the
State of Delaware applicable to contracts made and performed in said state.
It
is intended that this Guaranty shall take effect as a sealed
instrument.
Section 20. Successors.
This
Guaranty shall inure to the benefit of, and be enforceable by, the Secured
Party
and its successors and assigns, and shall be binding upon, and enforceable
against, each Guarantor and its successors and assigns.
Section 21. Severability.
In case
this Guaranty or any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal or unenforceable in any respect,
such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, and this Guaranty shall be construed as if such invalid, illegal or
unenforceable provision had never been included.
Section 22. Section Headings.
The
section headings in this Guaranty are inserted for convenience of reference
only
and shall not in any way affect the meaning or construction of any provision
of
this Guaranty.
Section 23. Counterparts.
This
Guaranty may be executed by the parities hereto in several counterparts hereof
and by different parties hereto on separate counterparts hereof, each of which
shall be an original and all of which shall together constitute one and the
same
agreement. Delivery of an executed signature page of this Guaranty by facsimile
transmission or electronic mail shall be effective as an in-hand delivery of
an
original executed counterpart thereof.
Section 24. Inconsistencies.
Any
inconsistencies between the provisions of this Guaranty and the Promissory
Notes
shall be governed by a reference to the provisions of the Promissory Notes.
[Signature
Page Follows]
8
IN
WITNESS WHEREOF,
each
Guarantor has caused this Guaranty to be duly executed under seal as of the
day
and year first above written.
GUARANTORS:
|
TRIBEWORKS,
INC.
|
||
| |
|
|
| By: | ||
| Name: |
Xxxxx X. Xxxxxxxx |
|
| Title: | Chief Executive Officer | |
|
TAKECAREOFIT
LIMITED
|
||
| |
|
|
| By: | ||
| Name: |
B.S.P. Xxxxx |
|
| Title: | ||
|
|
||
|
ATLAS
TECHNOLOGY
GROUP
(NZ) LIMITED
|
||
| |
|
|
| By: | ||
| Name: |
|
|
| Title: |
|
|
|
|
||
|
ATLAS
TECHNOLOGY
GROUP
CONSULTING
INC.
|
||
| |
|
|
| By: | ||
| Name: |
Xxxxxxx X. Xxxxxx |
|
| Title: | President | |
|
BLIVE
NETWORKS
INC.
|
||
| |
|
|
| By: | ||
| Name: |
|
|
| Title: |
|
|
|
|
||
[Secured
Guaranty Signature Page- Guarantors]
|
ATLAS
TECHNOLOGY GROUP HOLDINGSLIMITED
|
||
| |
|
|
| By: | ||
| Name: |
B.S.P. Xxxxx |
|
| Title: | ||
|
|
||
[Secured
Guaranty Signature Page- Guarantors]
IN
WITNESS WHEREOF,
the
undersigned has duly executed the agreement as of the day and year first above
written.
SECURED
PARTY:
|
WEST
COAST OPPORTUNITY FUND, LLC
|
||
| |
|
|
| By: | ||
| Name: |
Atticus Xxxx |
|
| Title: | Chief Investment Officer | |
EXHIBIT
A
GUARANTORS
| 1. |
Atlas
Technology Group Holdings Limited
|
| 2. |
TakeCareofIT
Limited
|
| 3. |
Atlas
Technology Group (NZ) Limited
|
| 4. |
Tribeworks,
Inc.
|
| 5. |
Atlas
Technology Group Consulting Inc.
|
| 6. |
BLive
Networks Inc.
|
