ContractWarrant Agreement • March 15th, 2021 • RumbleON, Inc. • 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”), 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 • March 15th, 2021 • RumbleON, Inc. • Services-computer programming services • Nevada
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of March 12, 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”).
SECURED PROMISSORY NOTESecured Promissory Note • March 15th, 2021 • RumbleON, Inc. • Services-computer programming services
FOR VALUE RECEIVED, NextGen Pro, LLC, a Delaware limited liability company (“NextGen”), and RumbleOn, Inc., a Nevada corporation (“Parent”; NextGen and Parent collectively herein called the “Borrowers” and each a “Borrower”), both jointly and severally, promise to pay to the order of BRF Finance Co., LLC, a Delaware limited liability company (herein called “Lender”), at its offices in 30780 Russell Ranch Rd Suite 250, Westlake Village, CA 91362 , or at such other place as the holder of this note may hereafter designate in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00), together with interest on the unpaid principal balance of this note from time to time outstanding until maturity (whether by acceleration or otherwise) at the Stated Rate and interest on all past due principal and other past due amounts owing hereunder at the Past Due Rate.
PLAN OF MERGER AND EQUITY PURCHASE AGREEMENT dated March 12, 2021 by and among RumbleOn, Inc., a Nevada corporation as the Purchaser, Merger Sub I, Inc., Merger Sub II, Inc., Merger Sub III, Inc., and Merger Sub IV, Inc. as Merger Subs, C&W Motors,...Plan of Merger and Equity Purchase Agreement • March 15th, 2021 • RumbleON, Inc. • Services-computer programming services • New York
