ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2019 • Surge Holdings, Inc. • Services-advertising • Nevada
This Asset Purchase Agreement (this “Agreement”), dated as of September 27, 2019, is entered into by and between GBT TECHNOLOGIES INC., a Nevada corporation (“Seller”), whose principal address is 2500 Broadway, Suite F-125, Santa Monica, CA 90404, and Surge Holdings, Inc., a Nevada corporation (“Buyer”), whose principal address is 3124 Brother Blvd, Suite 104, Bartlett, TN 38133.
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 14th, 2019 • Surge Holdings, Inc. • Services-advertising • Nevada
FOR VALUE RECEIVED, Surge Holdings, Inc., a Nevada corporation (“Borrower” or “Company”), promises to pay to GBT Technologies Inc., or their successors or assigns (“Lender”), $4,000,000 (four million dollars) and any amounts accrued hereunder on the date that is eighteen (18) months after the Effective Date (the “Maturity Date”) in accordance with the terms set forth herein. This Convertible Promissory Note (this “Note”) is issued and made effective as of September 27, 2019 (the “Effective Date”). This Note shall not bear interest. This Note is issued as the consideration for those certain assets being bought by the Borrower from the Lender pursuant to that certain Asset Purchase Agreement dated September 27, 2019, by and between Borrower and Lender (the “APA”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
