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”).
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.”
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”).
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”).
