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”).
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.
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”).
