THOUSAND FIVE HUNDRED
DOLLARS ($142,500) REMAINS OUTSTANDING UNDER A SHORT-TERM ADVANCE MADE BY SOLTER
("SOLTER'S SHORT-TERM ADVANCE").
ATS SHALL PAY TO SOLTER TEN THOUSAND DOLLARS
($10,000) EACH MONTH, ON THE FIFTEENTH (15TH) DAY THEREOF, UNTIL THE FULL AMOUNT
OF SOLTER'S SHORT-TERM ADVANCE IS PAID IN FULL.
(B)
BOARD OF DIRECTORS.
THE NUMBER OF DIRECTORS ON THE BOARD OF
DIRECTORS OF ATS (THE "BOARD") SHALL BE SIX (6).
SELLER SHALL BE ENTITLED TO
NAME THREE (3) DIRECTORS TO BE ELECTED TO ATS'S BOARD OF DIRECTORS (THE "IPRINT
DIRECTORS"), ONE OF WHOM SHALL BE CHAD SOLTER.
ATS SHALL SOLICIT THE APPROVAL
OF THE STOCKHOLDERS OF ATS, AND TAKE SUCH OTHER ACTION AS REASONABLY NECESSARY,
FOR PURPOSES OF ELECTING AND RE-ELECTING THE IPRINT DIRECTORS TO THE BOARD.
THE
ELECTION OF THE IPRINT DIRECTORS SHALL BE APPROVED BY AT LEAST TWO-THIRDS OF THE
DIRECTORS WHO ARE IN OFFICE ON THE DATE HEREOF AND WERE ALSO IN OFFICE ON
JANUARY 12, 2011, THE DATE OF THE GALT NOTE (AS DEFINED BELOW).
IT IS THE
PARTIES INTENTION THAT THE ELECTION OF THE IPRINT DIRECTORS BE DONE IN MANNER
THAT DOES NOT CONSTITUTE A "CHANGE IN CONTROL" AS DEFINED IN THE GALT NOTE.
AS
USED HEREIN,
4
THE "GALT NOTE" SHALL MEAN THE SERIES OF CONVERTIBLE NOTES ISSUED UNDER THAT
CERTAIN NOTE PURCHASE AGREEMENT, DATED JANUARY 12, 2010, BY AND BETWEEN ATS AND
GALT ASSET MANAGEMENT LLC.
THIS SECTION 6(B) AND THE OBLIGATIONS CONTAINED
HEREIN SHALL EXPIRE UPON THE EARLIER OF (I) THE REPAYMENT IN FULL OF THE
RESTATED LONG-TERM NOTE AND THE RESTATED SHORT-TERM NOTE; OR (II) FIVE (5) YEARS
FROM THE DATE OF THIS AGREEMENT; PROVIDED, HOWEVER, (A) THE CONVERSION OF THE
OUTSTANDING PRINCIPAL AND ACCRUED BUT UNPAID INTEREST UNDER THE RESTATED
LONG-TERM NOTE SHALL NOT CONSTITUTE "REPAYMENT IN FULL" FOR PURPOSES OF CLAUSE
(I) ABOVE; AND (B) IF SELLER ELECTS TO CONVERT SOME, BUT NOT ALL, OF THE
OUTSTANDING PRINCIPAL AND ACCRUED BUT UNPAID INTEREST UNDER THE RESTATED
LONG-TERM NOTE, THE REPAYMENT IN FULL OF SUCH AMOUNT THAT REMAINS OUTSTANDING
AFTER SUCH PARTIAL CONVERSION SHALL CONSTITUTE "REPAYMENT IN FULL" FOR PURPOSES
OF CLAUSE (I) ABOVE.
(C)
LEGAL EXPENSES.
ATS SHALL REIMBURSE SELLER FOR ALL REASONABLE
ATTORNEYS' FEES INCURRED BY SELLER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER DOCUMENTS DESCRIBED HEREIN.
(D)
EQUITY FUNDING.
ANY ADDITIONAL FUNDS RAISED BY ATS, WHETHER
PURSUANT TO SECTION 5(C) HEREOF OR OTHERWISE, SHALL BE IN CONSIDERATION FOR THE
ISSUANCE OF EQUITY SECURITIES OF ATS (INCLUDING WARRANTS AND OPTIONS BUT
EXCLUDING CONVERTIBLE NOTES).
7.
SECURITIES REPRESENTATION.
IN CONNECTION WITH THE ISSUANCE
AND ACQUISITION OF THE INITIAL WARRANT STOCK AND THE CONTINGENT WARRANT STOCK
CONTEMPLATED BY SECTION 3 HEREOF (THE "SECURITIES"), SELLER AND EACH SELLING
SHAREHOLDER (COLLECTIVELY, "SUBSCRIBER") HEREBY FURTHER REPRESENTS AND WARRANTS
TO ATS AS FOLLOWS:
(A)
SUBSCRIBER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT").
SUBSCRIBER HAS NOT BEEN ORGANIZED SOLELY FOR
THE PURPOSE OF ACQUIRING