Tribeworks Inc Sample Contracts

Atlas Technology Group, Inc. – ATLAS TECHNOLOGY GROUP, INC. (the "Company") CONSENT TO ACT AS DIRECTOR (November 10th, 2010)

I hereby consent to act as a director, President, Secretary, and Treasurer of the Company and acknowledge that I am not disqualified to become or to act as a director under the Delaware Revised Statutes.

Atlas Technology Group, Inc. – CONSULTING AGREEMENT Atlas Technology Group, Inc. and Muse (July 21st, 2008)

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.

Atlas Technology Group, Inc. – Press Release July 22, 2008 (July 21st, 2008)

Redmond, WA - Atlas Technology Group, Inc. (Symbol - ATYG.OB) is pleased to announce the appointment of Mr. Ralph B. Muse as the company’s new Chief Executive Officer, effective July 21, 2008.

Atlas Technology Group, Inc. – AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (January 7th, 2008)

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.

Atlas Technology Group, Inc. – AMENDMENT NO. 1 TO SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE (January 7th, 2008)

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”).

Atlas Technology Group, Inc. – AMENDED AND RESTATED SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE (January 7th, 2008)

This Amended and Restated Senior Secured Non-Convertible Promissory Note amends, restates and supersedes in its entirety the Senior Secured Non-Convertible Promissory Note dated July 11, 2007 of Maker in favor of Holder (the “Prior Note”) and is not a novation of the Prior Note. Upon execution hereof, Holder shall be deemed to have advanced hereunder the sum of Two Million, Five Hundred Thousand Dollars ($2,500,000) plus such additional amounts owing under the Prior Note, which amount is equal to the outstanding principal amount under the Prior Note. All references in the Security Agreement, the Securities Purchase Agreement, the Guaranty, the Lock-Up Agreements and other related documents, as all are defined in the Securities Purchase Agreement, are hereby amended to be a reference to this Amended and Restated Secured Promissory Note.

Atlas Technology Group, Inc. – NOTE AMENDMENT AND SECURITIES PURCHASE AGREEMENT (January 7th, 2008)

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”).

Atlas Technology Group, Inc. – TRIBE WORKS, INC. 2004 EMPLOYEE STOCK INCENTIVE PLAN As Adopted March 24, 2004 (September 12th, 2007)
Tribeworks Inc – SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE (July 13th, 2007)

FOR VALUE RECEIVED, the undersigned, Atlas Technology Group (US), Inc., a Delaware corporation, (hereinafter referred to as the “Maker”), a wholly owned subsidiary of Tribeworks, Inc, a Delaware corporation (the “Company”), promises to pay to the order of West Coast Opportunity Fund, LLC, a Delaware limited liability company (“Holder”), at 2151 Alessandro Drive, Suite 100, Ventura, CA 93001, the principal amount of Two Million, Five Hundred Thousand and NO/100 DOLLARS ($2,500,000.00) (the “Principal”) when due, upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) together with interest (“Interest”) at a rate equal to five percent (5%) per annum (based on a 365-day year and charged on the basis of actual days elapsed, the “Interest Rate”) from the date set out above as the Issuance Date (the

Tribeworks Inc – SECURITIES PURCHASE AGREEMENT (June 19th, 2007)

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”).

Tribeworks Inc – LOCK-UP AGREEMENT (June 19th, 2007)

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.”

Tribeworks Inc – WARRANT TO PURCHASE SHARES OF COMMON STOCK (June 19th, 2007)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Tribeworks Inc – ESCROW AGREEMENT (June 19th, 2007)

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”).

Tribeworks Inc – PLEDGE AND SECURITY AGREEMENT (June 19th, 2007)

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”).

Tribeworks Inc – SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE (June 19th, 2007)

FOR VALUE RECEIVED, the undersigned, Atlas Technology Group (US), Inc., a Delaware corporation, (hereinafter referred to as the “Maker”), a wholly owned subsidiary of Tribeworks, Inc, a Delaware corporation (the “Company”), promises to pay to the order of West Coast Opportunity Fund, LLC, a Delaware limited liability company (“Holder”), at 2151 Alessandro Drive, Suite 100, Ventura, CA 93001, the principal amount of Two Million, Five Hundred Thousand and NO/100 DOLLARS ($2,500,000.00) (the “Principal”) when due, upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) together with interest (“Interest”) at a rate equal to five percent (5%) per annum (based on a 365-day year and charged on the basis of actual days elapsed, the “Interest Rate”) from the date set out above as the Issuance Date (the

Tribeworks Inc – Press Release Source: Tribeworks, Inc. (June 19th, 2007)

Redmond, WA, June 19, 2007 -- Tribeworks, Inc. (OTC BB:TWKS - News) announced that it has entered into an agreement for $5 million in debt financing to further expand the company’s growing IT support business.

Tribeworks Inc – REGISTRATION RIGHTS AGREEMENT (June 19th, 2007)

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”).

Tribeworks Inc – SECURED GUARANTY (June 19th, 2007)

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”).

Tribeworks Inc – FORTE AGREEMENT (January 25th, 2007)

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”).

Tribeworks Inc – ASSET AND STOCK PURCHASE AGREEMENT January 19, 2006 (January 25th, 2007)
Tribeworks Inc – Press Release Source: Tribeworks, Inc. (January 25th, 2007)

Malta, EU, January 25, 2007 -- Tribeworks, Inc. (OTC BB:TWKS.OB - News) announced that it has entered into an agreement to acquire all of the assets and 700 customers of BLive Networks, Inc., further expanding Tribework’s capability of delivering high quality outsourced support into the US$220 Billion annual IT Support market.

Tribeworks Inc – REGISTRATION RIGHTS AGREEMENT (January 25th, 2007)

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.

Tribeworks Inc – Press Release Source: Tribeworks, Inc. (October 5th, 2006)

GZIRA, Republic of Malta, October 5, 2006 -- Tribeworks, Inc. (OTC BB:TWKS.OB - News) announced that it has sold its subsidiary, Tribeworks Development Corporation (“TDC”), in addition to its iShell® software division.

Tribeworks Inc – Press Release Source: Tribeworks, Inc. (June 23rd, 2006)

NEWPORT BEACH, CA, June 22, 2006 -- Tribeworks, Inc. (OTC BB:TWKS.OB - News) today announced the appointment of Mr. Michael Murphy as Chief Operating Officer.

Tribeworks Inc – Share Transfer Agreement between TAKECAREOFIT LIMITED and TRIBEWORKS INC. in respect of TAKECAREOFIT HOLDINGS LIMITED (GRECH VELLA TORTELL & HYZLER LOGO) (January 26th, 2006)

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).

Tribeworks Inc – Tribeworks, Inc. SUBSCRIPTION AGREEMENT (November 3rd, 2005)
Tribeworks Inc – PAGE 1 DELAWARE -------- The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "TRIBEWORKS, INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF SEPTEMBER, A.D. 2005, AT 9:48 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. Harriet Smith Windsor ---------------------------- Harriet Smith Windsor, Secretary of State 3143589 8100 [CERTIFICATE] AUTHENTICATION: 4145592 050738814 DATE: 09-09-05 CERTIFICATE OF DESIGNAT (October 11th, 2005)
Tribeworks Inc – DELAWARE -------------------------- Page 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "TRIBEWORKS, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF MAY, A.D. 2005, AT 1:52 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. (SEAL) /s/ Harriet Smith Windsor ------------------------- Harriet Smith Windsor, Secretary of State 3143589 8100 AUTHENTICATION: 3916452 050450481 DATE: 06-01-05 CERTIFICATE (July 1st, 2005)
Tribeworks Inc – Software Agreement (May 19th, 2000)
Tribeworks Inc – Software Agreement (December 27th, 1999)