ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 21st, 2017 • Kakarala Kartik • Services-computer programming services • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 8, 2017, is by and among Smart Server, Inc., a Nevada corporation (“Purchaser”), NextGen Dealer Solutions, LLC, a Delaware limited liability company (the “Company”), and Halcyon Consulting, LLC, a Maryland limited liability company (“Halcyon”). The Company and Halcyon are sometimes referred to herein collectively as the “Seller Parties” and each as a “Seller Party”. Seller Parties and Purchaser are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” The members of Halcyon (“Halcyon Members”) are executing this Agreement for the limited purposes stated herein. Halcyon and the Halcyon Members are sometimes referred to herein collectively as the “Halcyon Parties” and each as a “Halcyon Party”.
ASSIGNMENTAssignment • February 21st, 2017 • Kakarala Kartik • Services-computer programming services
THIS ASSIGNMENT (this “Assignment”) is made and entered into this 8th day of February, 2017, by and among Smart Server, Inc., a Nevada corporation (“Assignor”), and NextGen Pro, LLC, a Delaware limited liability company (“Assignee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2017 • Kakarala Kartik • Services-computer programming services • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2017 (the “Effective Date”), is by and among Smart Server, Inc., a Nevada corporation (the “Company”), NextGen Dealer Solutions, LLC, a Delaware limited liability company (the “Stockholder”), and Kartik Kakarala, as the representative of the Stockholder (the “Representative”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Asset Purchase Agreement, dated as of January 8, 2017, by and among the parties hereto, Halcyon Consulting, LLC and Srinivas Kakarala (the “Purchase Agreement”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 21st, 2017 • Kakarala Kartik • Services-computer programming services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D will be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but will not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is not accurate. It is understood and agreed that a copy of this Joint Filing Agreement will be attached as an exhibit of the foregoing statement on Schedule 13D.
