18,000,000 Shares RUMBLEON, INC. Class B Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
The undersigned, RumbleOn, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with National Securities Corporation (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1-A hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
RUMBLEON, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of January 14, 2020 6.75% Convertible Senior Notes due 2025Indenture • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
INDENTURE dated as of January 14, 2020 between RUMBLEON, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
RUMBLEON, INC. Form of Registration Rights AgreementRumbleON, Inc. • January 16th, 2020 • Services-computer programming services • New York
RumbleOn, Inc., a Nevada corporation (the “Company”), proposes to issue to ___________________________ and ___________________________, (the “Investors”) pursuant to the Exchange and Subscription Agreement dated January 10, 2020, between the Company and the Initial Holders (the “Exchange and Subscription Agreement”), as amended by that certain Joinder and Amendment, dated January 13, 2020, by and among the Company, the Investors and ___________________________. (“___________________________” and together with the Investors, each an “Initial Holder” and collectively, the “Initial Holders”). $38,750,000 aggregate principal amount of its 6.75% Convertible Senior Notes due 2025 (the “Notes”) upon the terms and subject to the conditions set forth in the Exchange and Subscription Agreement.
FORM OF NOTE EXCHANGE AGREEMENTNote Exchange Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • Nevada
THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of January 14, 2020 (the “Closing Date”), between RumbleOn, Inc., a Nevada corporation (the “Company”), and ___________ (the “Holder”) and relates to the proposed exchange of that certain promissory note, dated ___________, payable by the Company to the Holder (the “Note”), which Note is attached hereto as Exhibit A, for a new note substantially in the form attached hereto as Exhibit B (“New Note”);
FORM OF JOINDER AND AMENDMENT TO EXCHANGE AND SUBSCRIPTION AGREEMENTExchange and Subscription Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
This JOINDER AND AMENDMENT (the “Amendment”) to the EXCHANGE AND SUBSCRIPTION AGREEMENT, dated as of January 10, 2020 (the “Agreement”), as amended from time to time by and among RUMBLEON, INC. (the “Company”) and ___________________________ , ___________________________ , and ___________________________ , (each, an “Investor”) is entered into and shall be effective as of January 13, 2020 (the “Effective Date”), among each Investor, ___________________________ .. (the “New Investor”) and the Company (referred individually as “Party” and collectively as “Parties”).
FORM OF NOTE EXCHANGE & SUBSCRIPTION AGREEMENTSubscription 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”).
FORM OF SECURITY AGREEMENTSecurity Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • New York
THIS SECURITY AGREEMENT (the “Agreement”), made this 14th day of January, 2020, by and among RUMBLEON, INC., a Nevada corporation, with an address of 901 West Walnut Hill Lane, Irving, Texas 75038 ("Debtor"), and HALCYON CONSULTING, LLC, a Maryland limited liability company, with an address of 8600 S. Freeport Parkway, Suite 330, Irving, Texas 75063, Denmar Dixon, with an address of ___________________________________________, Blue Flame Capital, LLC, with an address of __________________________________________, Lori Sue Chesrown, with an address of ____________________________________, and Ralph Wegis, with an address of _____________________________________, (each, a "Secured Party" and collectively, "Secured Parties").
