PURCHASE AGREEMENTPurchase Agreement • October 11th, 2024 • Legion Works, Inc. • Services-prepackaged software
· Access to External Service Accounts: Growth Collective will maintain all Assigned Accounts in active condition (including payment of any associated fees), and provide usernames and passwords for external services used by Growth Collective that constitute Assigned Accounts and will otherwise coordinate with Toptal with respect to external services used by Growth Collective that do not constitute Assigned Accounts but contain Purchased Assets to make necessary updates on those services to point to Toptal.com after the Closing (e.g., Facebook, Instagram, TrustPilot, LinkedIn, Clutch, etc). Toptal will assume ownership and possess all owner rights in the respective admin panel with respect to all Assigned Accounts once they are assigned. Growth Collective will cease to be the owner of such Assigned Accounts but may retain some access to assist Toptal during the Service Period. After the Service Period, Growth Collective will have no rights in the Assigned Accounts.
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • October 11th, 2024 • Legion Works, Inc. • Services-prepackaged software
This First Amendment (this “Amendment”) to the Purchase Agreement dated as of June 18, 2024 (the “Agreement”), is made and entered into as of June 25, 2024, by and among Toptal, LLC, a Delaware limited liability company (the “Purchaser”), Growth Collective Solutions, Inc., a Delaware corporation (the “Company”), and Legion Works, Inc., a Delaware corporation (“Parent”). Defined terms used and not defined herein shall have the meanings assigned to them in the Agreement.
