Entry into Material Definitive Agreements.
December 4, 2017, Atlas Technology International, Inc. (the “Company”) entered into a stock redemption agreement (each,
an “Agreement” and collectively, the “Agreements”) with each of the following shareholders for the purpose
of redeeming shares of the Company’s common stock, par value $0.00001 (the “Shares”) held by such shareholders,
Mr. Ying-Chien Lin, the Company’s chairman, president and a member of the Company’s board of directors, who held 28,000,000
Shares (representing approximately 47.8% of the outstanding Shares) and from whom the Company redeemed 18,000,000 Shares;
Chronos Investments Ltd. (“Chronos”), which held 2,500,000 Shares and from which the Company redeemed all 2,500,000
Cygnus Management Ltd. (“Cygnus”), which held 2,500,000 Shares and from which the Company redeemed all 2,500,000 Shares;
Silverciti Group Limited (“Silverciti”), which held 2,500,000 Shares and from which the Company redeemed all 2,500,000
to the applicable Agreement, the Company paid each shareholder $1.00 in consideration for their respective rights, title, and
interest in their redeemed shares. The Shares were redeemed on December 4, 2017, simultaneously with the execution of the Agreements.
the Company’s acquisition of Shares from Mr. Lin, Mr. Lin and the Company’s chief executive officer and other director,
Mr. Ming-Shu Tsai, will collectively retain approximately 61% ownership of the Company.
of the Agreements includes customary representations, warranties and covenants by the respective parties.
foregoing descriptions of Mr. Lin’s Agreement, Chronos’ Agreement, Cygnus’ Agreement and Silverciti’s
Agreement are not complete descriptions of all of the parties’ rights and obligations under the respective Agreements and
are qualified in their entireties by reference to each of the Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3
and 10.4 to this Current Report on Form 8-K and which are incorporated herein by reference.