FORM OF NOTE EXCHANGE & SUBSCRIPTION AGREEMENTNote Exchange & Subscription Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
RumbleOn, Inc., a Nevada corporation, (the “Company”), is offering a new series of 6.75% Convertible Senior Notes due 2025 (the “New Notes”). The New Notes will be convertible into cash, shares (“Underlying Shares”) of Class B common stock of the Company, par value $0.001 per share (“Common Stock”), or a combination thereof, at the Company’s election. The New Notes will be issued pursuant to an Indenture, to be dated as of the Closing Date (as defined below), between the Company and Wilmington Trust, N.A., as trustee (the “Trustee”), the form of which is attached hereto as Exhibit E (the “Indenture”).
