BERRARD HOLDINGS LIMITED PARTNERSHIP Charlotte, North Carolina 28211Stock Purchase Agreement • February 17th, 2017 • Berrard Holdings Limited Partnership • Services-computer programming services • North Carolina
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.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders Agreement • February 17th, 2017 • Berrard Holdings Limited Partnership • 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”).
ContractConvertible Note Agreement • February 17th, 2017 • Berrard Holdings Limited Partnership • Services-computer programming services • Nevada
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2017 • Berrard Holdings Limited Partnership • Services-computer programming services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D will be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but will not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is not accurate. It is understood and agreed that a copy of this Joint Filing Agreement will be attached as an exhibit of the foregoing statement on Schedule 13D.
