AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT
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 0000
000xx
Xxxxxx
XX, Xxxxxxx, Xxxxxxxxxx 00000 (the “Company”)
and
West Coast Opportunity Fund, LLC, a Delaware limited liability company with
headquarters located at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx
00000 (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.
WHEREAS:
A. On
June
15, 2007, the Company and Buyer entered into that certain Registration Rights
Agreement (the “Registration
Rights Agreement”),
whereby the Company agreed to provide certain registration rights to Buyer
under
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, or any similar successor statute (collectively, the
“1933
Act”),
and
applicable state securities laws; and
B. In
connection with the Note Amendment and Securities Purchase Agreement between
the
Company and the Buyer of even date herewith (the “Note
Amendment and Securities
Purchase Agreement”),
(i)
the Company has agreed to cause its subsidiary, Atlas Technology Group (US),
Inc., to amend and restate that certain promissory note originally issued to
the
Buyer on July 11, 2007, (the “Amended
and Restated Promissory
Note”);
and
(ii) the Company has agreed to issue and sell to Buyer a yield enhancement
consisting of 3,500,000 shares (each a “Yield
Enhancement Share”)
of the
authorized but unissued shares of the Company’s common stock, $0.0004 par value
per share (including any securities into which such shares may be converted
or
for which such shares may be exchanged, pursuant to any stock dividend, stock
split, stock combination, recapitalization, reclassification, reorganization
or
other similar event) (the “Common
Stock”).
C. To
induce
the Buyer to execute and deliver the Note Amendment and Securities Purchase
Agreement, the Company has agreed to amend the Registration Rights Agreement
as
set forth herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and Buyer hereby agree as follows:
1. Section
1(q) shall be deleted and replaced in its entirety with the
following:
“q. “Registrable
Securities”
means
(i) the Yield Enhancement Shares purchased pursuant to the Securities Purchase
Agreement, (ii) the Yield Enhancement Shares purchased pursuant to the Note
Amendment and Securities Purchase Agreement, and (iii) the Supplemental Shares.”
2.
Section
1(t) shall be deleted and replaced in its entirety with the following:
“t. “Required
Registration Amount”
means
100% of (i) the Yield Enhancement Shares purchased pursuant to the Securities
Purchase Agreement, (ii) the Yield Enhancement Shares purchased pursuant to
the
Note Amendment and Securities Purchase Agreement, and (iii) the Supplemental
Shares.”
3. Section
5(b) shall be deleted and replaced in its entirety with the
following:
“Restrictions
on Public Sale by the Company and Others.
Until
the earlier of (a) the sale of all of the Registrable Securities by the
Investor and (b) two years from December 31, 2007, the Company agrees not
to effect any public sale or distribution of any securities similar to those
being registered, or any securities convertible into or exchangeable or
exercisable for such securities during the 14 days prior to and during the
90
day period beginning on the Effective Date of any Registration Statement other
than on Form S-8 or Form S-4.”
4. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware applicable to contracts made and to be performed
wholly within that state, without regard to the conflict of law rules thereof.
Any suit, action or proceeding seeking to enforce any provision of, or based
on
any dispute or matter arising out of or in connection with, this Agreement
must
be brought in the state and federal courts located in the state of Delaware.
Each of the parties (a) consents to the exclusive jurisdiction of such courts
(and of the appropriate appellate courts therefrom) in any such suit, action
or
proceeding, (b) irrevocably waives, to the fullest extent permitted by law,
any
objection which it may now or hereafter have to the laying of the venue of
any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum, (c) will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, and
(d) will not bring any action relating to this Agreement in any other
court.
5. This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement. This Agreement, once executed by a party, may be delivered to
each other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
Buyer
and the Company has caused its respective signature page to this Amendment
No. 1
to Registration Rights Agreement to be duly executed as of the date first
written above.
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COMPANY:
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By:
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/s/ Xxxxx X. Xxxxxxxx | ||
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Name:
Xxxxx X. Xxxxxxxx
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Title:
Chief Executive Officer
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BUYER:
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WEST
COAST OPPORTUNITY FUND, LLC
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By:
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/s/ Atticus Xxxx | ||
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Name:
Atticus Xxxx
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Title:
Chief Investment Officer
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