RUMBLEON, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 14, 2019Indenture • May 15th, 2019 • RumbleON, Inc. • Services-computer programming services • New York
Page Article 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 15 Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 16 Section 2.01 Designation and Amount 16 Section 2.02 Form of Notes 16 Section 2.03 Date and Denomination of Notes; Payments of Interest and Defaulted Amounts 17 Section 2.04 Execution, Authentication and Delivery of Notes 18 Section 2.05 Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 18 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 24 Section 2.07 Temporary Notes 25 Section 2.08 Cancellation of Notes Paid, Converted, Etc 25 Section 2.09 CUSIP Numbers 25 Section 2.10 Repurchases 26 Article 3 SATISFACTION AND DISCHARGE 26 Section 3.01 Satisfaction and Discharge 26 Article 4 PARTICULAR COVENANTS OF THE COMPANY 26 Section 4.01 Payment of Principal and Interest 26 Section 4.02 Maintenance of Office or Agency 26 Section 4.03 Appointments to Fill Vacancies in Trustee’
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2019 • RumbleON, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2019, between RumbleOn, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Purchase AgreementPurchase 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 the initial purchaser (the “Initial Purchaser”) $30,000,000 aggregate principal amount of its 6.75% Convertible Senior Notes due 2024 (the “Securities”). The Securities will be convertible into cash, shares (the “Underlying Securities”) of Class B common stock of the Company, par value $0.001 per share (the “Common Stock”), or a combination thereof, at the Company’s election. The Securities will be issued pursuant to an Indenture, to be dated as of May 14, 2019 (the “Indenture”), between the Company and Wilmington Trust, N.A., as trustee (the “Trustee”).
