BERRARD HOLDINGS LIMITED PARTNERSHIP Charlotte, North Carolina 28211
Exhibit 99.2
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
October
19, 2016
Xxxxxxxx
Xxxxxxxx
0000
Xxxxx Xxxxx
Xxxxxxxxx, XX
00000
Re:
Smart Server,
Inc.
Dear
Xx. Xxxxxxxx:
This
letter, once fully executed and delivered, constitutes an agreement
(the “Agreement”) of the person named below as
purchaser (the “Purchaser”) to purchase from Berrard
Holdings Limited Partnership (“Seller”), and of Seller
to sell to Purchaser, the securities indicated in Section 1 below
of Smart Server, Inc., a Nevada corporation (the
“Company”), presently owned of record and beneficially
by Seller.
The
terms and conditions of this Agreement are as follows:
1.
Sale of 2,412,500
shares of the Company’s Common Stock (the
“Shares”) at a price per share of $0.042 for a total
aggregate consideration of $101,325 (the "Purchase
Price").
2.
The closing of the
transaction contemplated by this Agreement shall be deemed to have
occurred when this Agreement has been fully executed, Purchaser has
entered into that certain Stockholders' Agreement attached as
Annex A to this
Agreement, the Purchase Price has been received by the Seller, and
the Shares have been delivered to Purchaser (the
"Closing").
3.
Purchaser agrees to
remit the Purchase Price in accordance with the wire instructions
below:
| Bank
Name: |
Xxxxx Fargo Bank | ||
| Bank
Address: |
000 X. Xxxxx Xx. | ||
| |
Xxxxxxxxx, XX 00000 | ||
| Account Number: | 6888083877 | ||
| Beneficiary: | Berrard Holdings Limited Partnership | ||
| Wire Transfer Routing Number: | 000000000 |
4.
Purchaser
represents and warrants to Seller as follows:
a.
Purchaser has the
full power and authority to enter into this Agreement and to carry
out Purchaser's obligations hereunder.
b.
This Agreement has
been duly executed and delivered by Purchaser and is the legal,
valid, and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms.
c.
Purchaser is buying
the Shares solely for his own account, for investment and not with
a view to resale in connection with a distribution thereof.
Purchaser acknowledges the Shares have not been registered under
the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "1933 Act"), or any
applicable state securities law and may not be transferred or sold
except pursuant to an effective registration statement under the
1933 Act or exemption therefrom, and that the certificate
representing the Shares will have a restrictive legend to such
effect. Purchaser acknowledges he may be required to hold the
Shares for at least six months from the date of purchase and he may
be required to comply with the volume limitation and other
provisions of Rule 144 promulgated under the 1933 Act with respect
to any sale of the Shares.
d.
Purchaser
acknowledges that the Company is a “shell” company as
such term is defined in Rule 12-2(b) under the Securities Exchange
Act of 1934, as amended, and as such limited off no operations.
Further, Purchaser acknowledges there is no liquidity for the
Company’s Common Stock and Purchaser represents that he has
the financial ability to bear the economic risk of
Purchaser’s investment in the Company (including the complete
loss of his investment), has adequate means of providing for his
current needs, including possible personal contingencies, and has
no need for liquidity with respect to its investment in the
Company.
e.
Purchaser
recognizes that an investment in the Company involves a high degree
of risk for Purchaser, including the potential loss of
Purchaser’s entire investment in the Shares.
f.
Purchaser has
discussed with his professional legal, tax and financial advisors,
to the extent he deemed appropriate, the suitability of the
investment in the Company for its particular tax and financial
situation. All information that Purchaser has provided to the
Company concerning himself and his financial position is correct
and complete as of the date set forth below, and, if there should
be any material change in such information prior to the date such
Purchaser’s subscription is either accepted or rejected by
the Company, he will immediately provide such information to the
Company.
g.
Purchaser
represents and warrants to the Seller that at no time prior to the
date of this Agreement has any of Purchaser, its agents,
representatives, or affiliates engaged in or effected, in any
manner whatsoever, directly or indirectly, (i) any "short sale" (as
such term is defined in Rule 3b-3 under the Securities Exchange Act
of 1934, as amended (the "1934 Act")) of the Company’s Common
Stock or (ii) a hedging transaction that, establishes a net short
position with respect to the Company’s Common Stock. In
addition, Purchaser represents and warrants to the Seller that for
a period of one year after the date of this Agreement, neither
Purchaser, nor its agents, representatives or affiliates will
engage in or effect, in any manner whatsoever, directly or
indirectly, any such short sale or hedging
transaction.
h.
The execution and
delivery of this Agreement and the consummation of the transactions
contemplated herein will not conflict with or violate any law,
regulation, court order, judgment or decree applicable to the
transaction or any agreement to which Purchaser is a party, or, in
the case of any such law, regulation, court order, judgment, decree
or agreement, by which the property of Purchaser is bound or
affected.
i.
Purchaser is an
"accredited investor" as that term is defined in Rule 501
promulgated under the 1933 Act.
j.
Purchaser has a net
worth and income such that the loss of Purchaser’s entire
investment in the Shares will not adversely affect Purchaser's
financial condition, business, or lifestyle.
k.
Purchaser has such
knowledge, business and investment experience that Purchaser is
fully capable of understanding the merits and risks associated with
an investment in the Shares.
l.
The representations
made in this Agreement by Purchaser shall be deemed to be made once
again at the Closing.
m.
Purchaser
acknowledges that Seller may possess or have access to material
non-public information of the Company, that has not been
communicated to Seller and Seller has nevertheless determined to
proceed with the purchase of the Shares.
n.
Purchaser
acknowledges that Purchaser is not relying on any representation or
warranty of Seller or any other person except as expressly set
forth in Section 5.
5.
Seller represents
and warrants to the Purchaser as follows:
a.
Seller has the full
power and authority to enter into this Agreement and to carry out
its obligations hereunder.
b.
Seller is the
beneficial and record owner of Shares and has good and marketable
title (except for applicable securities law restrictions) to the
Shares, free and clear of all liens, claims, charges, security
interests, and encumbrances of any kind or nature.
c.
This Agreement has
been duly executed and delivered by Seller and is the legal, valid
and binding obligation of Seller, enforceable against Seller in
accordance with its terms.
d.
The representations
made in this Agreement by Seller are deemed to be remade as of the
Closing.
6.
Purchaser agrees to
indemnify, defend and hold harmless Seller against and in respect
of any loss, damage, deficiency, cost or expense (including without
limitation reasonable attorneys’ fees) resulting from any
breach by Purchaser of any of the representations, warranties,
covenants or agreements of Purchaser contained in this
Agreement.
7.
Seller agrees to
indemnify, defend and hold harmless Purchaser against and in
respect of any loss, damage, deficiency, cost or expense (including
without limitation reasonable attorneys’ fees) resulting from
any breach by Seller of any of the representations, warranties,
covenants or agreements of Seller contained in this
Agreement.
8.
The sole and
exclusive jurisdiction and venue for any action or proceeding
arising from or relating to this Agreement shall be the federal and
state courts located in the City of Charlotte, North Carolina and
County of Mecklenburg, North Carolina, and all parties hereto
consent to the jurisdiction of such courts. This Agreement shall be
deemed to have been executed and delivered within the State of
North Carolina, and any disputes arising from or relating to this
Agreement shall be governed by the laws of the State of North
Carolina. All parties hereto agree that they irrevocably waive
their right to a trial by jury in any action or proceeding arising
from or relating to this Agreement. If any action or proceeding is
brought by any party arising from or relating to this Agreement or
in any appeal therefrom, it is agreed that the prevailing party
shall be entitled to reasonable attorneys fees to be fixed by the
arbitrator, trial court, and/or appellate court if such party
substantially prevails on all the issues in dispute. All questions
as to the interpretation and effect of this Agreement shall be
determined under the laws of the State of North
Carolina.
9.
The representations
and warranties contained herein shall survive the Closing for a
period of one year except for Section 5(b) which will last
indefinitely.
10.
All notices to be
given under this Agreement shall be sent by certified mail, return
receipt requested, postage prepaid or by personal delivery (by
commercial courier or otherwise) in either case to the address of
the party appearing on the signature pages to this Agreement, or by
telecopy or e-mail. Notices sent by mail shall be deemed delivered
on the second business day following deposit in the U.S. mail.
Notice personally delivered or by telecopy or e-mail shall be
deemed delivered upon the business day of receipt at the office of
the addressee.
11.
This Agreement may
be executed by facsimile or scanned document via email in two or
more counterparts, each of which shall be deemed an original and
together shall constitute one and the same Agreement.
[Signature page
follows]
IN
WITNESS WHEREOF, this Agreement is executed the day and year first
above written.
PURCHASER:
Agreed
to and accepted as of this 24th day of October 2016
/s/ Xxxxxxxx Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Address:
0000
Xxxxx Xxxxx
Xxxx, Xxxxx, Xxx:
Xxxxxxxxx, XX 00000
Social Security
No.:
SELLER:
Agreed
to and accepted as of this 24th day of October 2016
BY: /s/ Xxxxxx X.
Xxxxxxx
Title:
ANNEX A
Stockholders’
Agreement
