ASSIGNMENTAssignment • February 15th, 2017 • RumbleON, Inc. • 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 15th, 2017 • RumbleON, Inc. • 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”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 15th, 2017 • RumbleON, Inc. • Services-computer programming services • Nevada
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of February 8, 2017, is entered into by and among (i) Smart Server, Inc., a Nevada corporation (the “Company”), (ii) Berrard Holdings Limited Partnership, a Delaware limited partnership (“BHLP”), (iii) Steven R. Berrard (“Berrard” and together with BHLP, “Berrard Holders”), (iv) Marshall Chesrown (“Chesrown” and together with Berrard Holders, the “Major Stockholders” and each, a “Major Stockholder”), and (v) the other stockholders of the Company listed on the signature page (the “Other Stockholders”) (each of the Company, the Major Stockholders and the Other Stockholders is a “Party” and collectively are referred to in this Agreement as the “Parties”).
ContractRumbleON, Inc. • February 15th, 2017 • Services-computer programming services • Delaware
CONSULTING AGREEMENTConsulting Agreement • February 15th, 2017 • RumbleON, Inc. • Services-computer programming services • Texas
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the February 8, 2017 (the "Effective Date"), by and between Smart Server, Inc., a Nevada corporation (the "Company"), and Kartik Kakarala (the “Consultant” and together with the Company the “Parties” and each a “Party”).
SERVICES AGREEMENTServices Agreement • February 15th, 2017 • RumbleON, Inc. • Services-computer programming services • Delaware
This Services Agreement, dated as of February 8, 2017 (the "Effective Date"), is by and between Smart Server, Inc., a Nevada corporation (the "Company"), and Halcyon Consulting, LLC, a Maryland limited liability company ("Halcyon") (each a "Party" and collectively, the "Parties").
UNCONDITIONAL GUARANTY AGREEMENTUnconditional Guaranty Agreement • February 15th, 2017 • RumbleON, Inc. • Services-computer programming services • Maryland
THIS UNCONDITIONAL GUARANTY AGREEMENT (the "Guaranty") is made as of the 8th day of February, 2017, by NEXTGEN PRO, LLC, a Delaware limited liability company (the "Guarantor") to and for the benefit of NEXTGEN DELAER SOLUTIONS, LLC, a Delaware limited liability company (the "Lender").
SECURITY AGREEMENTSecurity Agreement • February 15th, 2017 • RumbleON, Inc. • Services-computer programming services • Maryland
THIS SECURITY AGREEMENT (the “Agreement”), made this 8th day of February, 2017, by and between NEXTGEN PRO, LLC, a Delaware limited liability company, with an address of 4521 Sharon Road, Suite 370, Charlotte, North Carolina 28211 ("Debtor"), and NEXTGEN DEALER SOLUTIONS, LLC, a Delaware limited liability company, with an address of 1431 Greenway Drive, Suite 775, Irving, Texas 75038 (the "Secured Party").
