ASSIGNMENT
Exhibit 99.4
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”).
WHEREAS, Assignor
is a party to that certain Asset Purchase Agreement, dated as of
January 8, 2017 (the “APA”), by and among
Assignor, NextGen Dealer Solutions, LLC, a Delaware limited
liability company (the “Company”), and certain
other parties signatory thereto, pursuant to which the Company
agreed to sell, and Assignor agreed to purchase the Purchased
Assets and assume the Assumed Liabilities; and
WHEREAS, Assignor
and Assignee desire for Assignor to assign to Assignee the right
under the APA to purchase the Purchased Assets and assume the
Assumed Liabilities from the Company.
NOW,
THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Capitalized Terms. The
foregoing recitals are hereby incorporated by reference into the
body of this Assignment as if fully set forth herein. Capitalized
terms used but not defined herein shall have the meanings ascribed
to such terms in the APA.
2. Assignment and Assumption.
Assignor hereby assigns to Assignee solely the following rights and
obligations under the APA: (i) Assignor's right to acquire the
Purchased Assets and (ii) Assignor's obligation to assume the
Assumed Liabilities; provided that nothing in this Assignment shall
be construed to assign to Assignee any of Assignor's other rights
under the APA or any of Assignor's other obligations under the APA,
including the obligation to indemnify the Company if, when and to
the extent required by the APA.
3.
Counterparts.
This Assignment may
be signed in any number of counterparts and all such counterparts
shall be read together and construed as one and the same document.
Delivery of an executed signature page of this Assignment by
facsimile, PDF or electronic transmission will be effective as
delivery of a manually executed counterpart hereof.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date first written above.
|
|
ASSIGNOR:
SMART
SERVER, INC.,
a
Nevada corporation
By:/s/ Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxxx, Chief Executive Officer
ASSIGNEE:
NEXTGEN
PRO, LLC,
a
Delaware limited liability company
By:/s/ Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxxx, President
|
2
