18,000,000 Shares RUMBLEON, INC. Class B Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
The undersigned, RumbleOn, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with National Securities Corporation (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1-A hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
RUMBLEON, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of January 14, 2020 6.75% Convertible Senior Notes due 2025Indenture • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
INDENTURE dated as of January 14, 2020 between RUMBLEON, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
4,393,939 Shares RUMBLEON, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2021 • RumbleOn, Inc. • Services-computer programming services • New York
Up to 3,346,500 Shares RUMBLEON, INC. Class B Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2017 • RumbleON, Inc. • Services-computer programming services • New York
The undersigned, RumbleOn, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC and Maxim Group LLC (hereinafter collectively referred to as “you” (including their correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
RUMBLEON, INC. Form of Registration Rights AgreementRumbleON, Inc. • January 16th, 2020 • Services-computer programming services • New York
RumbleOn, Inc., a Nevada corporation (the “Company”), proposes to issue to ___________________________ and ___________________________, (the “Investors”) pursuant to the Exchange and Subscription Agreement dated January 10, 2020, between the Company and the Initial Holders (the “Exchange and Subscription Agreement”), as amended by that certain Joinder and Amendment, dated January 13, 2020, by and among the Company, the Investors and ___________________________. (“___________________________” and together with the Investors, each an “Initial Holder” and collectively, the “Initial Holders”). $38,750,000 aggregate principal amount of its 6.75% Convertible Senior Notes due 2025 (the “Notes”) upon the terms and subject to the conditions set forth in the Exchange and Subscription Agreement.
TERM LOAN CREDIT AGREEMENT Dated as of August 31, 2021 among RUMBLEON, INC., as the Borrower, OAKTREE FUND ADMINISTRATION, LLC, as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, and OAKTREE CAPITAL MANAGEMENT, L.P. as Sole Lead...Term Loan Credit Agreement • September 7th, 2021 • RumbleOn, Inc. • Services-computer programming services • Delaware
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of August 31, 2021, among RUMBLEON, INC., a Nevada corporation (the “Borrower”), OAKTREE FUND ADMINISTRATION, LLC, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NO. 5 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • August 9th, 2023 • RumbleOn, Inc. • Services-computer programming services • Delaware
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of August 31, 2021, among RUMBLEON, INC., a Nevada corporation (the “Borrower”), OAKTREE FUND ADMINISTRATION, LLC, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
RUMBLEON, INC. Registration Rights AgreementRegistration Rights Agreement • May 15th, 2019 • RumbleON, Inc. • Services-computer programming services • New York
RumbleOn, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to JMP Securities LLC (the “Initial Purchaser”), pursuant to the purchase agreement dated May 9, 2019, between the Company and the Initial Purchaser (the “Purchase Agreement”), $30,000,000 aggregate principal amount of its 6.75% Convertible Senior Notes due 2024 (the “Notes”) upon the terms and subject to the conditions set forth in the Purchase Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 20th, 2023 • RumbleOn, Inc. • Services-computer programming services • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 19, 2023, is entered by and between RumbleOn, Inc., a Nevada corporation (the “Company”), and Blake Lawson (“Executive”). Each of the Company and Executive are a “Party,” and collectively, they are the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2023 • RumbleOn, Inc. • Services-computer programming services
This Employment Agreement (“Agreement”) is made and entered into by and between RumbleOn, Inc. (the “Company”), and Michael Kennedy (“Executive”), effective as of November 1, 2023 (the “Effective Date”).
ContractRumbleOn, Inc. • August 17th, 2023 • Services-computer programming services • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • November 10th, 2021 • RumbleOn, Inc. • Services-computer programming services • Nevada
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among (i) RumbleOn, Inc., a Nevada corporation (the “Company”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders who, at any time, own securities of the Company and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii), a “Holder” and, collectively, the “Holders”).
COVID-19 STIMULUS CUSTOMER AGREEMENTCustomer Agreement • May 7th, 2020 • RumbleON, Inc. • Services-computer programming services
In using the services of Wood & Huston Bank ("Bank"), to submit a Small Business Interruption Loan Application to the Small Business Administration ("SBA") under the Cares Act, RumbleOn Inc. ("CLIENT") understands and agrees:
ContractSmart Server, Inc • December 2nd, 2016 • 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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 9th, 2017 • Smart Server, Inc • Services-computer programming services • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 8, 2017, is by and among Smart Server, Inc., a Nevada corporation (“Purchaser”), NextGen Dealer Solutions, LLC, a Delaware limited liability company (the “Company”), and Halcyon Consulting, LLC, a Maryland limited liability company (“Halcyon”). The Company and Halcyon are sometimes referred to herein collectively as the “Seller Parties” and each as a “Seller Party”. Seller Parties and Purchaser are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” The members of Halcyon (“Halcyon Members”) are executing this Agreement for the limited purposes stated herein. Halcyon and the Halcyon Members are sometimes referred to herein collectively as the “Halcyon Parties” and each as a “Halcyon Party”.
COOPERATION AGREEMENTCooperation Agreement • July 6th, 2023 • RumbleOn, Inc. • Services-computer programming services • Nevada
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among RumbleOn, Inc., a Nevada corporation (the “Company”), on the one hand, and William Coulter and Mark Tkach (each a “Stockholder” and together, the “Stockholders”), on the other hand. The Company and the Stockholders are each herein referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 13 below.
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”).
CONSULTING AGREEMENTConsulting Agreement • February 26th, 2014 • Smart Server, Inc • Services-computer programming services • California
THIS AGREEMENT (the “Agreement”) is made and entered into this 11th day of November, 2013, by and between TechiT Marketing Group, Inc., (hereinafter referred to as “TECHIT”) and Smart Server, Inc., (hereinafter referred to as the “Company”) (together the “Parties”).
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”).
INVENTORY FINANCING AND SECURITY AGREEMENTInventory Financing and Security Agreement • February 23rd, 2018 • RumbleON, Inc. • Services-computer programming services
This Inventory Financing and Security Agreement (“Agreement”) is effective as of February 16, 2018 and is made by and among the following parties:
Secured Revolving Loan Facility LOAN AND SECURITY AGREEMENT Among ROF SPV I, LLC as Borrower, CREDIT SUISSE AG, New York Branch as Agent and Managing Agent, andLoan and Security Agreement • February 7th, 2022 • RumbleOn, Inc. • Services-computer programming services • New York
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of February 4, 2022, is entered into by and between ROF SPV I, LLC, a Delaware limited liability company (“Borrower”), the Conduit Lenders (as hereinafter defined) from time to time parties hereto, the Lenders (as hereinafter defined) from time to time parties hereto, the Managing Agents (as hereinafter defined) from time to time parties hereto, and CREDIT SUISSE AG, New York Branch (“Credit Suisse”), as administrative, payment and collateral agent for the Secured Parties (as hereinafter defined) (in such capacities, “Agent”).
FORM OF NOTE EXCHANGE AGREEMENTNote Exchange Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • Nevada
THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of January 14, 2020 (the “Closing Date”), between RumbleOn, Inc., a Nevada corporation (the “Company”), and ___________ (the “Holder”) and relates to the proposed exchange of that certain promissory note, dated ___________, payable by the Company to the Holder (the “Note”), which Note is attached hereto as Exhibit A, for a new note substantially in the form attached hereto as Exhibit B (“New Note”);
February 11, 2022 RumbleOn, Inc.RumbleOn, Inc. • February 14th, 2022 • Services-computer programming services
AGREEMENT AND PLAN OF MERGER BY AND AMONG RUMBLEON, INC., RMBL TENNESSEE, LLC, WHOLESALE HOLDINGS, INC., WHOLESALE, LLC, THE STOCKHOLDERS SET FORTH IN SCHEDULE 1 HERETO, STEVEN BREWSTER, AS REPRESENTATIVE, AND FOR THE LIMITED PURPOSE OF SECTION 5.8,...Lease Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated October 26, 2018 (the “Effective Date”), by and among RumbleOn, Inc., a Nevada corporation (“Parent”), RMBL Tennessee, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Wholesale Holdings, Inc., a Tennessee corporation (“Wholesale Holdings”), the shareholders of Wholesale Holdings set forth in Schedule 1 hereto (each, a “Stockholder,” and collectively, the “Stockholders”), Wholesale, LLC, a Tennessee limited liability company (together with Wholesale Predecessor as described in Section 9.12, the “Company”), Steven Brewster, a Tennessee resident, as the representative of each Stockholder as more fully described herein (the “Representative”), and, for the limited purpose of Section 5.8, Marshall Chesrown (“Chesrown”) and Steven R. Berrard (“Berrard”). Parent, Merger Sub, Wholesale Holdings, the Company, the Stockholders, and the Representative are sometimes referred to herein col
JOINT FILING AGREEMENT April 16, 2024Joint Filing Agreement • April 16th, 2024 • RumbleOn, Inc. • Services-computer programming services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
RUMBLEON FINANCE, LLC, as Seller and ROF SPV I, LLC, as Purchaser PURCHASE AND SALE AGREEMENT Dated February 4, 2022Purchase and Sale Agreement • February 7th, 2022 • RumbleOn, Inc. • Services-computer programming services • New York
This PURCHASE AND SALE AGREEMENT, dated as of February 4, 2022, by and between RUMBLEON FINANCE, LLC, a Nevada limited liability company (the “Seller”), and ROF SPV I, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT No. 1 to STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • November 22nd, 2023 • RumbleOn, Inc. • Services-computer programming services
This Amendment No. 1 to the Standby Purchase Agreement (this “Amendment”) is made and entered into on November 20, 2023, by and among Mark Tkach (“Tkach”), William Coulter (“Coulter”) and Stone House Capital Management, LLC, a Delaware limited liability company (“Stone House” and, collectively with Tkach and Coulter, the “Standby Purchasers”), and RumbleOn, Inc., a Nevada corporation (the “Company”) (collectively, the Standby Purchasers and the Company are herein referred to as the “Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • May 1st, 2018 • RumbleON, Inc. • Services-computer programming services • Nevada
This Subordination Agreement is made as of April 30, 2018 by and among the undersigned creditors (collectively, “Creditors”, and each, a “Creditor”), RUMBLEON, INC., a Nevada corporation (“Parent”), NEXTGEN PRO, LLC, a Delaware limited liability company (“NextGen Pro”), RMBL MISSOURI, LLC, a Delaware limited liability company (“RMBL Missouri”), RMBL TEXAS, LLC, a Delaware limited liability company (“RMBL Texas”), and each of their Qualified Subsidiaries from time to time party hereto (together with Parent, NextGen Pro, RMBL Missouri and RMBL Texas, individually, each, a “Borrower”, and collectively, “Borrowers”), and HERCULES CAPITAL, INC. (“Agent”), in its capacity as administrative agent for itself and Lender (as defined in the Loan Agreement (as defined below)).
JOINT FILING AGREEMENT April 12, 2023Joint Filing Agreement • April 12th, 2023 • RumbleOn, Inc. • Services-computer programming services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINDER AND FIRST AMENDMENT TO PLAN OF MERGER AND EQUITY PURCHASE AGREEMENTPlan of Merger and Equity Purchase Agreement • June 21st, 2021 • RumbleON, Inc. • Services-computer programming services
This Joinder and First Amendment to Plan of Merger and Equity Purchase Agreement (this “Amendment”), dated June 17, 2021, is entered into by and among by and among RumbleOn, Inc., a Nevada corporation (the “Purchaser”), RO Merger Sub I, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub I”), RO Merger Sub II, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub II”), RO Merger Sub III, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub III”), RO Merger Sub IV, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub IV”), RO Merger Sub V, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub V” and together with Merger Sub I, Merger Sub II, and Merger Sub III, and Merger Sub IV, the “Merger Subs”), C&W Motors, Inc., an Arizona corporation, CMG Powersports, Inc., a Delaware corporation (“CMG Powersports”), Metro Motorcycle, Inc., an Arizona
Release AgreementRelease Agreement • May 10th, 2023 • RumbleOn, Inc. • Services-computer programming services • Texas
This Release Agreement (this “Release”) is executed pursuant to Section 5(e) of that certain Executive Employment Agreement, dated as of August 31, 2021, (the “Employment Agreement”), between RumbleOn, Inc., a Nevada corporation (“Company”), and Peter Levy (“Executive”) (the “Parties” and each a “Party”). All terms capitalized and not defined herein shall have the meaning given in the Employment Agreement. Executive acknowledges that the Termination Compensation referenced in this Release does not, in any way, extend the period of employment or continuous service beyond the last day of employment or confer any other rights or benefits upon Executive other than what may be set forth expressly herein.
JOINT FILING AGREEMENT December 12, 2023Joint Filing Agreement • December 12th, 2023 • RumbleOn, Inc. • Services-computer programming services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the applicable exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
Amendment to Merger AgreementAmendment to Merger Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services
This AMENDMENT (this “Amendment”), dated October 29, 2019, to that certain AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated October 26, 2018, by and among RumbleOn, Inc., a Nevada corporation (“Parent”), RMBL Tennessee, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), Wholesale Holdings, Inc., a Tennessee corporation (“Wholesale Holdings”), the shareholders of Wholesale Holdings set forth in Schedule 1 thereto (each, a “Stockholder,” and collectively, the “Stockholders”), Wholesale, LLC, a Tennessee limited liability company (together with Wholesale Predecessor as described in Section 9.12, the “Company”), Steven Brewster, a Tennessee resident, as the representative of each Stockholder as more fully described therein (the “Representative”), and, for the limited purpose of Section 5.8 thereof, Marshall Chesrown (“Chesrown”) and Steven R. Berrard (“Berrard”). Capitalized terms used herein and not otherwise defined, shall have t
FIRST AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCKRumbleON, Inc. • July 16th, 2021 • Services-computer programming services
This FIRST AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK (this “First Amendment”) is made and entered into as of July 15, 2021 by and between RumbleOn, Inc., a Nevada corporation (the “ Company”), and Oaktree Capital Management, L.P. (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Warrant (as defined below).
