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
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
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG RUMBLEON, INC., STEVEN R. BREWSTER, JUSTIN BECKER, and STEVEN R. BREWSTER, as the representative of each Seller October 26, 2018Membership Interest Purchase Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated October 26, 2018 (the “Effective Date”), by and among RumbleOn, Inc., a Nevada corporation (“Purchaser”), the members of Wholesale Express, LLC, a Tennessee limited liability company (the “Company”) set forth in Schedule 1 hereto (each, a “Seller,” and collectively, the “Sellers”), Steven R. Brewster, a Tennessee resident, as the representative of each Seller as more fully described herein (the “Representative”). Purchaser, Sellers, and Representative are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used herein and not otherwise defined, shall have the meaning set forth in Section 9.1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of October __, 2018, by and among (i) RumbleOn, Inc., a Nevada corporation (including any successor entity thereto, the "Parent"), (ii) each of the shareholders of the Company set forth in Schedule 1 (individually and collectively, the "Investor" or "Investors") of the Merger Agreement (as defined below) and (iii) Steven Brewster, a Tennessee resident, as the representative of each Investor (the "Representative").
FORM OF SECURITIES PURCHASE AGREEMENTEscrow Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2018, 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”).
FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 30, 2018 (the “First Amendment Effective Date”), is entered into by and among RUMBLEON, INC., a Nevada corporation (“Parent”), RMBL MISSOURI, LLC, a Delaware limited liability company (“RMBL Missouri”), RMBL TEXAS, LLC, a Delaware limited liability company (“RMBL Texas”), NEXTGENPRO, LLC, a Delaware limited liability company (“NextGen Pro”, and together with Parent, RMBL Missouri and RMBL Texas, the “Existing Borrowers”), RMBL TENNESSEE, LLC, a Delaware limited liability company (“RMBL Tennessee”), RMBL EXPRESS, LLC, a Delaware limited liability company (“RMBL Express”), WHOLESALE, LLC, a Tennessee limited liability company (“Wholesale”), and WHOLESALE EXPRESS, LLC, a Tennessee limited liability company (“Wholesale Express”, and together with RMBL Tennessee, RMBL Express and Wholesale, collectively, “New Borrowers”, and Existing Borrowers and New Borrowers, together with any Qualified Subsidiari
ESCROW AGREEMENTEscrow Agreement • October 31st, 2018 • RumbleON, Inc. • Services-computer programming services • New York
This Escrow Agreement (this “Agreement”) is made and entered into as of October 30, 2018 by and among RumbleOn, Inc., a Nevada corporation located at 4521 Sharon Road, Suite 370, Charlotte, NC 28211 (“Buyer”), Steven Brewster, a Tennessee resident (“Representative”), as representative of the Sellers under the Acquisition Agreements (as defined below), and Continental Stock Transfer & Trust Company, a New York corporation located at 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
