FORM ATTACHED
HERETO AS EXHIBIT F (THE "CONTINGENT WARRANT"), PURSUANT TO WHICH SELLER SHALL
HAVE THE RIGHT TO PURCHASE UP TO 37,139,233 SHARES OF COMMON STOCK OF ATS (THE
"CONTINGENT WARRANT STOCK") AT AN EXERCISE PRICE EQUAL TO THE GREATER OF (I) THE
FAIR MARKET VALUE AS OF THE DATE OF THE CONTINGENT WARRANT, WHICH SHALL BE EQUAL
TO THE CLOSING PRICE OF THE COMMON STOCK OF ATS QUOTED IN THE OVER-THE-COUNTER
MARKET IN WHICH THE COMMON STOCK OF ATS IS TRADED ON THE DAY IMMEDIATELY PRIOR
TO THE DATE OF THE CONTINGENT WARRANT; AND (II) $0.05 PER SHARE.
4.
EFFECT ON OTHER TRANSACTION DOCUMENTS.
THE OTHER
TRANSACTION DOCUMENTS (SOME OF WHICH HAVE BEEN PREVIOUSLY AMENDED) SHALL REMAIN
UNCHANGED AND REMAIN IN FULL FORCE AND EFFECT.
5.
REQUIRED CONDITIONS.
BUYER AND ATS SHALL PROCEED WITH ALL
REASONABLE DILIGENCE AND USE THEIR RESPECTIVE BEST EFFORTS TO SATISFY OR CAUSE
TO BE SATISFIED ALL OF THE CONDITIONS SET FORTH BELOW (COLLECTIVELY, THE
"REQUIRED CONDITIONS"), IN EACH CASE, ON OR BEFORE DECEMBER 31, 2010 (THE
"CONDITION DEADLINE"):
(A)
REDUCE INDEBTEDNESS.
REDUCE, WHETHER BY REPAYMENT OR BY
CONVERSION INTO SHARES OF CAPITAL STOCK OF ATS, THE AMOUNT OF INDEBTEDNESS OF
ATS OUTSTANDING AS OF JANUARY 1, 2010 (THE "BASELINE DATE") BY AT LEAST ONE
MILLION FIVE
3
Hundred Thousand Dollars ($1,500,000), excluding any repayment of Solter's
Short-term Advance (as defined below).
(B)
EXTEND INDEBTEDNESS.
EXTEND THE MATURITY DATES OF AT LEAST
SIX HUNDRED THOUSAND DOLLARS ($600,000) OF INDEBTEDNESS OF ATS OUTSTANDING AS OF
THE BASELINE DATE (IN ADDITION TO THE INDEBTEDNESS TO BE REDUCED IN ACCORDANCE
WITH THE PREVIOUS SECTION) BY AT LEAST THREE (3) YEARS FROM THE CONDITION
DEADLINE.
(C)
RAISE ADDITIONAL FUNDS; EXTEND REPAYMENT OF SHORT-TERM
ADVANCES.
RAISE ADDITIONAL FUNDS BY ISSUANCE OF EQUITY SECURITIES EQUAL TO AT
LEAST ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000); PROVIDED, HOWEVER,
THE AMOUNT OF ANY SHORT-TERM ADVANCES (AS DEFINED BELOW) THAT ARE REPAID,
EXTENDED BY AT LEAST THREE (3) YEARS FROM THE CONDITION DEADLINE, OR CONVERTED
INTO SHARES OF CAPITAL STOCK OF ATS SHALL BE COUNTED FOR PURPOSES OF DETERMINING
WHETHER ATS HAS RAISED SUCH AMOUNT.
AS USED HEREIN, "SHORT-TERM ADVANCES" SHALL
MEAN THE SERIES OF SHORT-TERM ADVANCES (INCLUDING THE SOLTER'S SHORT-TERM
ADVANCE (AS DEFINED BELOW)) FROM CERTAIN INVESTORS, INCLUDING CERTAIN DIRECTORS,
IN THE AGGREGATE AMOUNT OF APPROXIMATELY $568,000.
(D)
REDUCE SG&A.
REDUCE THE SELLING, GENERAL AND ADMINISTRATIVE
EXPENSE OF ATS EXISTING AS OF THE BASELINE DATE BY AT LEAST $25,000 PER MONTH,
WHICH REDUCTION HAS OCCURRED AS OF THE DATE OF THIS AGREEMENT.
(E)
STANDBY LETTERS OF CREDIT.
BUYER OR ATS SHALL OBTAIN ONE OR
MORE STANDBY LETTERS OF CREDIT ("SBLCS") IN THE AGGREGATE FACE AMOUNT OF AT
LEAST TWO MILLION DOLLARS ($2,000,000) ON COMMERCIALLY REASONABLE TERMS AND
CONDITIONS, OF WHICH SBLCS IN THE AGGREGATE FACE AMOUNT OF ONE MILLION DOLLARS
($1,000,000) HAS BEEN OBTAINED AS OF THE DATE OF THIS AGREEMENT.
6.
ADDITIONAL COVENANTS.
(A)
SOLTER'S SHORT-TERM ADVANCE.
ATS AND CHAD SOLTER ("SOLTER")
DO HEREBY ACKNOWLEDGE AND AGREE THAT ONE HUNDRED FORTY-TWO