Exhibit 17.2
February 10, 2022
RumbleOn, Inc.
000 X. Xxxxxx Xxxx Xxxx #000X
Xxxxxx, XX 00000
Xxxxxxxx Xxxxxxxx:
Reference is made to that
certain Employment Agreement dated as of August 31, 2021 (the “Employment Agreement”). Capitalized terms not otherwise defined
herein shall have the meanings given to them in the Employment Agreement.
I hereby give notice, effective
immediately, to terminate the Employment Agreement for Good Reason pursuant to Section 4(c)(A) of the Employment Agreement as a result
of the material reduction or diminution by the Company of my authorities, duties, and responsibilities. As a result, I will no longer
serve as Chief Operating Officer of the Company and as a director of the Company, effective immediately. Furthermore, for the same reasons,
I hereby step down from each and every position that I hold as a director, manager, officer, dealer operator, or authorized person with
each entity listed on Schedule A hereto.
For the avoidance of doubt,
I will remain the Sellers’ Representative for purposes of the Plan of Merger and Equity Purchase Agreement dated March 12, 2021.
Please note that, pursuant
to the Employment Agreement, I understand that I am entitled to payment of the Accrued Obligations, as well as Termination Compensation,
as if I had been terminated by the Company without Cause. Please tender all such payments at such times and in such amounts as set forth
in the Employment Agreement.
Nothing in this letter should
be construed as a waiver of any rights or remedies under the Employment Agreement, at law, or in equity, and all such rights are specifically
reserved.
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Sincerely, |
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/s/ Xxxx Xxxxx |
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Xxxx Xxxxx |
| cc: | Xxxxxxx X. Xxxxxxxxxx, Esq. |
Schedule A
10. | Coyote Motorsports-Xxxxx, Ltd. |
11. | Coyote Motorsports-Garland, Ltd. |
15. | East Valley Motorcycles, LLC |
17. | Glendale Motorcycles, LLC |
19. | J.J.B. Properties, LLC |
20. | Metro Motorcycle, Inc. |
27. | Top Cat Enterprises, LLC |
28. | Tucson Motorcycles, Inc. |
29. | Tucson Motorsports, Inc. |
32. | America’s PowerSports, Inc. |
33. | North County 355 Holdings, Inc. |
34. | San Diego House of Motorcycles, LLC |
35. | Fun Center 355 Holdings, Inc. |
37. | APS Austin Holdings, LLC |
38. | APS Texas Holdings, LLC |
40. | Fort Thunder 355 Holdings, Inc. |
42. | Powder Keg 355 Holdings, Inc. |
44. | Georgetown 355 Holdings, Inc. |
45. | APS of Georgetown, LLC |