STOCK
REDEMPTION AGREEMENT


Atlas
Technology International, Inc.


Dated
as of December 4, 2017


 


[Cygnus
Management Ltd.]


 


This
Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective
Date”), is entered into by and between Atlas Technology International, Inc., a Delaware corporation
(“Atlas”) and Cygnus Management Ltd. (“Shareholder”).


RECITALS


WHEREAS,
Shareholder is the owner of 2,500,000 shares of common stock, par value $0.00001 per share, of Atlas (the “Common Stock”);
and


WHEREAS,
pursuant to the terms and conditions of this Agreement, Shareholder desires to sell, and Atlas desires to purchase, all of the
Shareholder’s rights, title, and interest in and to 2,500,000 shares of Common Stock (the “Shares”) as further
described herein; and


WHEREAS,
in connection with the redemption of the Shares, the parties hereto shall undertake such further actions as set forth herein.


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
	 	1.	Agreement
    to Purchase and Sell. Subject to the terms and conditions of this Agreement, Shareholder shall sell, assign, transfer,
    convey, and deliver to Atlas, and Atlas shall accept and purchase, the Shares and any and all rights in the Shares to which
    Shareholder is entitled, and by doing so Shareholder shall be deemed to have assigned all of Shareholder’s rights, titles
    and interest in and to the Shares to Atlas.




	 	2.	Consideration.
    The consideration for the acquisition of the Shares is $1.00 payable by Atlas, with the express purpose of cancellation
    of the Shares on the books, records and share registry of the Company.
	 	 	 
		3.	Closing; Deliveries; Additional Actions.





	 	3.1	Closing.
                                         The purchase and sale of the Shares (the “Closing”) shall be held on
                                         the date hereof.
	 	 	 
		3.2.	Deliveries
                                         at Closing. At the Closing, Shareholder shall deliver to Atlas one or more stock
                                         certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers
                                         duly executed in blank in the form as attached hereto as Exhibit A, or other instruments
                                         of transfer in form and substance reasonably satisfactory to Atlas and such other documents
                                         as may be required under applicable law or reasonably requested by Atlas. 




		4.	Representations
                                         and Warranties of the Shareholder. Shareholder represents and warrants to Atlas as
                                         set forth below.



		4.1.	Right
                                         and Title to Shares. Shareholder legally and beneficially owns the Shares and no
                                         other party has any rights therein or thereto. There are no liens or other encumbrances
                                         of any kind on the Shares and Shareholder has the sole right to dispose of the Shares.
                                         There are no outstanding options, warrants or other similar agreements with respect to
                                         the Shares. 



		4.2.	Organization
                                         and Standing. Shareholder is a corporation, duly organized, validly existing, and
                                         in good standing under the laws of its jurisdiction of incorporation and has all requisite
                                         power and authority to own its properties and conduct its business as it is now being
                                         conducted. The nature of the business and the character of the properties Shareholder
                                         owns or leases do not make licensing or qualification of such party as a foreign entity
                                         necessary under the laws of any other jurisdiction, except to the extent such licensing
                                         or qualification have already been obtained. 



		4.3.	Due
                                         Authority; No Violation.
                                         Shareholder has all requisite
                                         rights and authority or the capacity to execute, deliver and perform its obligations
                                         under this Agreement. The execution and delivery of this Agreement and the consummation
                                         of the transactions contemplated hereby have been duly and validly authorized by all
                                         necessary action on the part of Shareholder, and no other proceedings on the part of
                                         such party are necessary to authorize the execution, delivery and performance of this
                                         Agreement or the transactions contemplated hereby or thereby on the part of Shareholder.
                                         The execution, delivery and
                                         performance of this Agreement will not (x) violate, conflict with, or result in the breach,
                                         acceleration, default or termination of, or otherwise give any other contracting party
                                         the right to terminate, accelerate, modify or cancel any of the terms, provisions, or
                                         conditions of any material agreement or instrument to which Shareholder is
                                         a party or by which it or its assets may be bound or (y) constitute a violation of any
                                         material applicable law, rule or regulation, or of any judgment, order, injunctive award
                                         or decree of any governmental authority applicable to Shareholder or
                                         (z) conflict with, result in the breach or termination of any provision of, or
                                         constitute a default under (in each case whether with or without the giving of notice
                                         or the lapse of time, or both) Shareholder’s
                                         organizational or operating documents or any order, judgment, arbitration award,
                                         or decree to which such Shareholder is a party or by which it or any of its assets or
                                         properties are bound.



		4.4.	Approvals.
                                         No approval, authority, or consent of or filing by Shareholder with, or notification
                                         to, any governmental authority, is necessary to authorize the execution and delivery
                                         of this Agreement or the consummation of the transactions contemplated herein.



		4.5.	Enforceability.
                                         This Agreement has been duly executed and delivered by Shareholder and, assuming
                                         that this Agreement constitutes the legal, valid and binding obligation of Atlas, constitutes
                                         the legal, valid, and binding obligation of Shareholder, enforceable against Shareholder
                                         in accordance with its terms, except to the extent that the enforceability thereof may
                                         be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
                                         conveyance and other similar laws of general application affecting enforcement of creditors’
                                         rights generally. 



		5.	Representations
                                         and Warranties of Atlas. Atlas represents and warrants to Shareholder as set forth
                                         below.



		5.1.	Organization
                                         and Standing. Atlas is duly organized, validly existing, and in good standing under
                                         the laws of the State of Delaware and has all requisite power and authority to own its
                                         properties and conduct its business as it is now being conducted. The nature of the business
                                         and the character of the properties Atlas owns or leases do not make licensing or qualification
                                         of such party as a foreign entity necessary under the laws of any other jurisdiction,
                                         except to the extent such licensing or qualification have already been obtained. 



		5.2.	Due
                                         Authority; No Violation.
                                         Atlas has all requisite
                                         rights and authority or the capacity to execute, deliver and perform its obligations
                                         under this Agreement. The execution and delivery of this Agreement and the consummation
                                         of the transactions contemplated hereby have been duly and validly authorized by all
                                         necessary action on the part of Atlas, and no other proceedings on the part of such party
                                         are necessary to authorize the execution, delivery and performance of this Agreement
                                         or the transactions contemplated hereby or thereby on the part of Atlas. The
                                         execution, delivery and performance of this Agreement will not (x) violate, conflict
                                         with, or result in the breach, acceleration, default or termination of, or otherwise
                                         give any other contracting party the right to terminate, accelerate, modify or cancel
                                         any of the terms, provisions, or conditions of any material agreement or instrument to
                                         which Atlas is a party
                                         or by which it or its assets may be bound or (y) constitute a violation of any material
                                         applicable law, rule or regulation, or of any judgment, order, injunctive award or decree
                                         of any governmental authority applicable to Atlas or
                                         (z) conflict with, result in the breach or termination of any provision of, or
                                         constitute a default under (in each case whether with or without the giving of notice
                                         or the lapse of time, or both) Atlas’s
                                         organizational documents, or any order, judgment, arbitration award, or decree
                                         to which such Atlas is a party or by which it or any of its assets or properties are
                                         bound.



		5.3.	Approvals.
                                         No approval, authority, or consent of or filing by Atlas with, or notification to, any
                                         governmental authority, is necessary to authorize the execution and delivery of this
                                         Agreement or the consummation of the transactions contemplated herein.



		5.4.	Enforceability.
                                         This Agreement has been duly executed and delivered by Atlas and, assuming that
                                         this Agreement constitutes the legal, valid and binding obligation of Shareholder, constitutes
                                         the legal, valid, and binding obligation of Atlas, enforceable against Atlas in accordance
                                         with its terms, except to the extent that the enforceability thereof may be limited by
                                         applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
                                         and other similar laws of general application affecting enforcement of creditors’
                                         rights generally. 



		6.	Covenants
                                         and Agreements. 



		6.1.	Each
                                         of the parties hereto, as promptly as practicable, shall make, or cause to be made, all
                                         filings and submissions under laws applicable to it and its affiliates, as may be required
                                         for it to consummate the transactions contemplated hereby and shall use its commercially
                                         reasonable efforts to obtain, or cause to be obtained, all other authorizations, approvals,
                                         consents and waivers from all persons and governmental authorities necessary to be obtained
                                         by it or its affiliates, in order for it to consummate such transactions, at the cost
                                         of the party required to file or submit the same. Notwithstanding anything to the contrary
                                         herein, nothing herein shall require, or be construed to require, any party to agree
                                         to hold separate or to divest any of the businesses, product lines or assets.



		6.2.	Each
                                         party hereto shall promptly inform the other parties of any material communication from
                                         any governmental authority regarding any of the transactions contemplated by this Agreement
                                         and shall promptly furnish the other parties with copies of substantive notices or other
                                         communications received from any third party or any governmental authority with respect
                                         to such transactions. Each party shall agree on the content of any proposed substantive
                                         written communication or submission or any oral communication to any governmental authority.
                                         If any party or any affiliate thereof receives a request for additional information or
                                         documentary material from any such governmental authority with respect to the transactions
                                         contemplated by this Agreement, then such party will endeavor in good faith to make,
                                         or cause to be made, as soon as reasonably practicable and after consultation with the
                                         other parties, an appropriate response in compliance with such request. The parties shall,
                                         to the extent practicable, provide the other parties and their counsel with advance notice
                                         of and the opportunity to participate in any substantive discussion, telephone call or
                                         meeting with any governmental authority in respect of any filing, investigation or other
                                         inquiry in connection with the transactions contemplated by this Agreement and to participate
                                         in the preparation for such discussion, telephone call or meeting, to the extent not
                                         prohibited by the governmental authority. 



		6.3.	Each
                                         of the parties shall execute such documents and perform such further acts as may be reasonably
                                         required to carry out the provisions hereof and the actions contemplated hereby. 



		7.	Conditions
                                         Precedent to the Obligations of Shareholder. The obligations of Shareholder to consummate
                                         any of the transactions contemplated herein are subject to the fulfillment or waiver
                                         by Shareholder of each of the following conditions:



		7.1.1.	The
                                         representations and warranties of Atlas contained in this Agreement and all related documents
                                         shall be true and correct in all material respects, except for those representations
                                         and warranties which are qualified as to materiality, which shall be true and correct
                                         in all respects.



		7.1.2.	Atlas
                                         shall have complied in all material respects with all covenants, agreements, and conditions
                                         that this Agreement requires. 



		7.1.3.	No
                                         proceeding or investigation shall have been instituted before or by any court or governmental
                                         authority to restrain or prevent the carrying out of the transactions contemplated by
                                         this Agreement and there shall exist no injunction or other order issued by any governmental
                                         authority which prohibits the consummation of the transactions contemplated under this
                                         Agreement.



		7.1.4.	Shareholder
                                         shall have received all other documents and instruments from Atlas as Shareholder may
                                         reasonably request in order to consummate the transactions contemplated herein



		8.	Conditions
                                         Precedent to the Obligations of Atlas. The obligation of Atlas to consummate
                                         any of the transactions contemplated herein are subject to the fulfillment or waiver
                                         by Atlas of each of the following conditions:



		8.1.1.	The
                                         representations and warranties of Shareholder contained in this Agreement and all related
                                         documents shall be true and correct in all material respects, except for those representations
                                         and warranties which are qualified as to materiality, which shall be true and correct
                                         in all respects.



		8.1.2.	Shareholder
                                         shall have complied in all material respects with all covenants, agreements, and conditions
                                         that this Agreement requires. 



		8.1.3.	No
                                         proceeding or investigation shall have been instituted before or by any court or governmental
                                         authority to restrain or prevent the carrying out of the transactions contemplated by
                                         this Agreement; and there shall exist no injunction or other order issued by any governmental
                                         authority which prohibits the consummation of the transactions contemplated under this
                                         Agreement.



		8.1.4.	Atlas
                                         shall have received all other documents and instruments from Shareholder as Atlas may
                                         reasonably request, in order to consummate the transactions contemplated herein.



		9.	Miscellaneous.



		9.1.	Further
                                         Assurances. From time to time, whether at or following the Closing, each party shall
                                         make reasonable commercial efforts to take, or cause to be taken, all actions, and to
                                         do, or cause to be done, all things reasonably necessary, proper or advisable, including
                                         as required by applicable laws, to consummate and make effective as promptly as practicable
                                         the transactions contemplated by this Agreement.



		9.2.	Expenses.
                                         Each of the parties shall pay its own costs that it incurs incident to the preparation,
                                         execution, and delivery of this Agreement and the performance of any related obligations,
                                         whether or not the transactions contemplated by this Agreement shall be consummated.
                                         



		9.3.	Fees.
                                         Each party hereto agrees to pay the costs and expenses, including reasonable attorneys’
                                         fees, incurred by the prevailing party in litigation, arbitration, administrative proceeding
                                         or any other proceeding related to the enforcement or interpretation of any of the terms
                                         of this Agreement. 



		9.4.	Consequential
                                         Damages. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS,
                                         COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT,
                                         SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED
                                         AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE
                                         OBLIGATIONS UNDER THIS AGREEMENT.



		9.5.	Representations
                                         and Warranties. All representations, warranties, and agreements made by the parties
                                         pursuant to this Agreement shall survive the consummation of the transactions contemplated
                                         herein until the expiration of the applicable statute of limitations.



		9.6.	Notices.
                                         All notices or other communications required or permitted hereunder shall be in writing
                                         shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed,
                                         three (3) business days after having been sent by registered or certified mail, return
                                         receipt requested, postage prepaid and addressed to the intended recipient as set forth
                                         below, or (c) if sent through an overnight delivery service in circumstances to which
                                         such service guarantees next day delivery, the day following being so sent to the addresses
                                         of the parties as indicated on the signature page hereto; or (d) if sent via email, when
                                         sent with return receipt requested and received, in each case to the addresses as set
                                         forth below. Any party may change the address to which notices and other communications
                                         hereunder are to be delivered by giving the other parties notice in the manner herein
                                         set forth.




If to
Atlas, to:


 


Atlas
Technology International, Inc.


15260
Ventura Boulevard, Suite 1010


Sherman
Oaks, California 91403





With
a copy to:


 


Laura
Anthony, Esq.


330 Clematis
Street, Suite 217


West
Palm Beach, FL 33401


E-mail:
Lanthony@legalandcompliance.com


 


If to Shareholder, to the
address of the Shareholder as set forth in the books and records of Atlas.


		9.7.	Choice
                                         of Law. This Agreement shall be governed, construed and enforced in accordance with
                                         the laws of the State of Delaware, without giving effect to principles of conflicts of
                                         law. 





		9.8.	Jurisdiction.
                                         Any claim arising out of or relating to this Agreement or the transactions contemplated
                                         hereby shall be instituted only in any federal or state court located in Palm Beach County,
                                         Florida, and each party agrees not to assert, by way of motion, as a defense or otherwise,
                                         in any such claim, that it is not subject personally to the exclusive jurisdiction of
                                         such court, that the claim is brought in an inconvenient forum, that the venue of the
                                         claim is improper or that this Agreement or the subject matter hereof may not be enforced
                                         in or by such court. Each party further irrevocably submits to the jurisdiction of such
                                         court in any such claim.
	 	 	 
	 	9.9.	Waiver
                                         of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
                                         LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
                                         ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.
                                         EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
                                         OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
                                         IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
                                         THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
                                         AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9.



		9.10.	Assignment.
                                         This Agreement shall be binding upon and shall inure to the benefit of the parties
                                         hereto and their permitted successors and assigns. No party to this Agreement may assign
                                         or delegate, by operation of law or otherwise, all or any portion of its rights, obligations
                                         or liabilities under this Agreement without the prior written consent of the other parties
                                         to this Agreement, which any such party may withhold in its absolute discretion.



		9.11.	No
                                         Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, remedies
                                         or claims upon any Person or entity not a party or a permitted assignee of a party to
                                         this Agreement.



		9.12.	Specific
                                         Performance. The parties hereto agree that irreparable damage would occur in the
                                         event that any of the provisions of this Agreement were not performed by them in accordance
                                         with the terms hereof or were otherwise breached and that each party hereto shall be
                                         entitled to an injunction or injunctions, specific performance and other equitable relief
                                         to prevent breaches of the provisions hereof and to enforce specifically the terms and
                                         provisions hereof, without the proof of actual damages, in addition to any other remedy
                                         to which they are entitled at law or in equity. Each party agrees to waive any requirement
                                         for the security or posting of any bond in connection with any such equitable remedy,
                                         and agrees that it will not oppose the granting of an injunction, specific performance
                                         or other equitable relief on the basis that (a) any other party has an adequate
                                         remedy at law, or (b) an award of specific performance is not an appropriate remedy
                                         for any reason at law or equity.



		9.13.	Entire
                                         Agreement. This Agreement represents the entire understanding and agreement between
                                         the parties regarding the subject matter hereof and supersede all prior agreements, representations,
                                         warranties, and negotiations between the parties. This Agreement may be amended, supplemented,
                                         or changed only by an agreement in writing that makes specific reference to this Agreement
                                         or the agreement delivered pursuant to it, and must be signed by all of the parties hereto.
                                         This Agreement may not be amended by email or other electronic communications.



		9.14.	Interpretation.
                                         The parties have jointly participated in the drafting and negotiation of this Agreement
                                         and if an ambiguity or question of interpretation should arise, this Agreement shall
                                         be construed as if drafted jointly by the parties thereto and no presumption of burden
                                         of proof shall arise favoring or burdening any party by virtue of the authorship of any
                                         provision in this Agreement.



		9.15.	Severability.
                                         Whenever possible, each provision of this Agreement shall be interpreted in a manner
                                         to be effective and valid under applicable law, but if one or more of the provisions
                                         of this Agreement is subsequently declared invalid or unenforceable, the invalidity or
                                         unenforceability shall not in any way affect the validity or enforceability of the remaining
                                         provisions of this Agreement. In the event of the declaration of invalidity or unenforceability,
                                         this Agreement, as modified, shall be applied and construed to reflect substantially
                                         the intent of the parties and achieve the same economic effect as originally intended
                                         by its terms. In the event that the scope of any provision to this Agreement is deemed
                                         unenforceable by a court of competent jurisdiction, or by an arbitrator, the parties
                                         agree to the reduction of the scope of the provision as the court or arbitrator shall
                                         deem reasonably necessary to make the provision enforceable under the circumstances.



		9.16.	Headings.
                                         The headings contained in this Agreement are intended solely for convenience and shall
                                         not affect the rights of the parties to this Agreement.



		9.17.	Waiver.
                                         Waiver of any term or condition of this Agreement by any party shall only be effective
                                         if in writing and shall not be construed as a waiver of any subsequent breach or failure
                                         of the same term or condition, or a waiver of any other term or condition of this Agreement.



		9.18.	Counterparts.
                                         This Agreement may be signed in any number of counterparts with the same effect as if
                                         the signature on each counterpart were on the same instrument.



[Remainder
of page intentionally left blank – Signature pages follow]




 



    	 	1	 



     


    

 





IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


 





	 	 	Atlas Technology international, Inc.
	 	 	 
	 	By:	 
	 	Name:	Ming-Shu Tsai
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	Cygnus Management Ltd. 
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	


 





 









    	 	2	 



     


    

 


Exhibit
A


 


IRREVOCABLE
STOCK POWER


 


 


FOR VALUABLE
CONSIDERATION, the receipt of which is hereby acknowledged, [Cygnus] (“Seller”) hereby assigns,
transfers, and conveys to Atlas Technology International, Inc., a Delaware corporation (the “Company”), all of Seller’s
right, title, and interest in and to 2,500,000 shares of common stock, par value US$0.00001 per share, of the Company, represented
by Certificate No. __________________ [N/A if uncertificated] and hereby irrevocably appoints the Chief Executive Officer of the
Company, as Seller’s attorney-in-fact to transfer said shares on the books of the Company, with full power of substitution
in the premises.


 


 


Date: December 4, 2017


 


 


Cygnus Management Ltd.


 


 


By:____________________________


 


Name:


 


Title: