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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2023
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
001-38248 |
|
46-3951329 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
901 W. Walnut Hill Lane |
|
|
Irving, Texas |
|
75038 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (214) 771-9952
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Class B Common Stock, $0.001 par value |
|
RMBL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into Material Definitive Agreement.
As previously disclosed in
the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed by RumbleOn, Inc. (the “Company”), on August 9,
2023, the Company, the subsidiary guarantors party thereto, Oaktree Fund Administration, LLC and the lenders party thereto (the “Lenders”)
executed Amendment No. 5 (the “Amendment No. 5”) to that certain term loan credit agreement, dated as of August 31, 2021 (as
amended, the “Oaktree Credit Agreement”), pursuant to which, among other things, certain financial covenants were eliminated
or modified for certain quarters. Amendment No. 5 also contained a performance covenant requiring the Company to issue the 2023 Warrants
(as defined below) to the Lenders on or before August 11, 2023, which date was later extended to August 14, 2023.
In connection with Amendment No. 5, on August
14, 2023, the Company issued warrants to purchase an aggregate of 1,212,121 shares of Class B Common Stock (the “2023 Warrants”)
to the Lenders. The 2023 Warrants have an initial exercise price of $12.00 per share, which may be adjusted under certain circumstances.
The 2023 Warrants are exercisable immediately upon issuance and expire on the fifth anniversary of the date of issuance. The 2023 Warrants
may only be exercised for cash until certain conditions are met, at which time such warrants may be exercised on a cashless basis. Further,
upon the occurrence of certain events, the Company may be required to file a registration statement relating to the resale of the shares
of Class B Common Stock that may be received upon exercise of the 2023 Warrants.
The foregoing description
of the 2023 Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Warrants,
a form of which is attached hereto as Exhibit 4.1.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated
herein by reference. The 2023 Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act as transactions not involving a public offering.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
4.1 |
|
Form of 2023 Warrant. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
RUMBLEON, INC. |
|
|
|
Date: August 17, 2023 |
By: |
/s/ Mark Tkach |
|
|
Mark Tkach |
|
|
Interim Chief Executive Officer |
2
Exhibit 4.1
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”) OR APPLICABLE STATE SECURITIES LAWS, 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.
RUMBLEON,
INC.
WARRANT
TO PURCHASE CLASS B COMMON STOCK
Date
of Issuance: August 14, 2023 (“Issuance Date”)
Warrant
Shares: [_____]
RumbleOn,
Inc., a Nevada corporation (the “Company”) certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [ ], being the registered holder hereof,
or its permitted assigns (the “Holder”), is entitled, subject to the terms and conditions set forth below, to purchase
from the Company, at the Exercise Price (as defined in Section 1(c) below) then in effect, upon surrender of this Warrant
to Purchase Class B Common Stock (including any Warrants to purchase Class B Common Stock issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times on or after the Issuance Date (as defined below), but not after 11:59
p.m., New York City Time, on the Expiration Date (as defined below), the Warrant Shares (as defined below). Except as otherwise defined
herein, capitalized terms in this Warrant shall have the meanings set forth in Section 19.
Section 1. Exercise
of Warrant.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder, in whole or in part, by
(i) delivery of a written notice (including via email), in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant to the Company, and (ii) if the Holder is not electing a
Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant, payment to the Company of an amount equal
to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the
“Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash
Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided,
that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder, the Holder shall surrender this
Warrant to the Company by the third (3rd) Trading Day following the Share Delivery Date (as defined below). On or before the first
(1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by email an
acknowledgement of confirmation of receipt of the Exercise Notice to the Holder. No ink original or medallion guarantee shall be
required on any Exercise Notice. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by (x) crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system (or any equivalent or replacement system) if the
Company is then a participant in such system and if the Warrant Shares may be so delivered, and either (with respect to the Common
Stock) (1) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder or (2) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144 (assuming Cashless Exercise of the Warrant), or (y) otherwise by physical delivery of a certificate or copy of
book-entry form representing such shares, registered in the Company’s share register in the name of the Holder or its
designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the
Holder in the Exercise Notice, by the date that is the earlier of (a) two (2) Trading Days after the delivery to the Company of the
Exercise Notice, and (b) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of
the Exercise Notice (such date, the “Share Delivery Date”), provided, that, except in the case of a Cashless
Exercise of the Warrant, the Company shall have received the Aggregate Exercise Price payable by the Holder for the Warrant Shares
purchased hereunder on or prior to the applicable Share Delivery Date. If this Warrant is submitted in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an exercise, then upon request by the Holder, the Company shall as
soon as practicable and in no event later than two (2) Trading Days after any exercise and at the Company’s own expense, issue
a new Warrant (in accordance with Section 8(e)) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this
Warrant is exercised. The Company shall pay any and all transfer or similar taxes that may be payable with respect to the issuance
and delivery of Warrant Shares upon exercise of this Warrant. The Company agrees that the Transfer Agent shall at all times be a
participant in the FAST program (or any equivalent or replacement program) so long as this Warrant remains outstanding and
exercisable. Upon delivery of the Exercise Notice, so long as the Aggregate Exercise Price, in the case of a Cash Exercise, is
delivered to the Company on or before the first (1st) Trading Day following delivery of the Exercise Notice, the Holder shall be
deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date such Warrant Shares are issued and deposited into the Holder’s account with the
Transfer Agent. If the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Company any time after the
first (1st) Trading Day following delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised on the date of delivery of
the Aggregate Exercise Price.
(b) Failure
to Deliver and Buy-In Remedy. If the Company fails for any reason (other than failure to receive any applicable Aggregate
Exercise Price or due to any other act or omission on the part of the Holder for any reason) to deliver to the Holder the Warrant
Shares subject to an Exercise Notice by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Class B
Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
(5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such
Warrant Shares are delivered or Holder rescinds such exercise as provided in the next sentence, provided, however, that Holder shall
not be entitled to any liquidated damages pursuant to this sentence if Holder is entitled to a cash payment in connection with a
Buy-In. Any payments made pursuant to this Section 1(b) shall not constitute the Holder’s exclusive remedy for
such events; provided further, however, that any payments made by the Company pursuant to this Section 1(b) shall reduce
the amount of any damages that the Holder may be entitled to as a remedy for such events. If the Company fails to cause the Transfer
Agent to transmit to the Holder the Warrant Shares pursuant to Section 1(a) by the Share Delivery Date, then the Holder
will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to cause
the Transfer Agent to issue and deposit into the Holder’s account with the Transfer Agent such number of Warrant Shares to
which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share Delivery Date, and if
after such Share Delivery Date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the
Holder’s brokerage firm otherwise purchases, shares of Class B Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (i) pay in cash to the Holder the amount, if any, by which (A) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Class B Common Stock, so purchased in such Buy-In exceeds (B) the amount obtained by
multiplying (1) the number of shares of Class B Common Stock purchased in such Buy-In by (2) the price at which the sell order
giving rise to such Buy-In was executed, and (ii) at the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)
or deliver to Holder the number of shares of Class B Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder (in which case, if Holder has not previously delivered to the Company the Aggregate
Exercise Price for such shares of Class B Common Stock, Holder shall be required to deliver such Aggregate Exercise Price to the
Company prior the delivery of such shares of Class B Common Stock).
(c) Exercise
Price. For purposes of this Warrant, “Exercise Price” shall mean $12.00 per share of Common Stock, subject to
adjustments as set forth in Section 2.
(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, at any time on or after the Cashless Exercise Date, the
Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon
such exercise the “Net Number” of shares of Class B Common Stock determined according to the following formula (a
“Cashless Exercise”):
Net
Number = (A x B) - (A x C)
B
For
purposes of the foregoing formula:
| A
= | the
total number of Warrant Shares with respect to which this Warrant is then being exercised. |
| B
= | the
Weighted Average Price of the shares of Class B Common Stock (as reported by Bloomberg) on
the date immediately preceding the date of the Exercise Notice. |
| C
= | the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. |
The
Company hereby covenants and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the
Holder pursuant to Rule 3(a)(9) of the Securities Act.
For
the avoidance of doubt, at any time prior to the Cashless Exercise Date, the Holder may only exercise this Warrant by Cash Exercise and
may not exercise by Cashless Exercise.
(e) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise
Price.
Section 2. Adjustment
of Exercise Price. The Exercise Price for the Warrant Shares shall be subject to adjustment (without duplication) upon the
occurrence of any of the following events at any time after the Issuance Date:
(a) Stock
Dividends, Combinations and Splits. The issuance of Common Stock as a dividend or distribution to all holders of Class B
Common Stock, or a subdivision, combination, split, reverse split or reclassification of the outstanding shares of Class B Common
Stock into a greater or smaller number of shares, in which event the Exercise Price shall be adjusted based on the following
formula:
where:
E1
= E0 x (N0 /N1)
| E1 = | the
Exercise Price in effect immediately after (i) 9:00 a.m., New York City time (the “Open
of Business”) on the first date on which the Class B Common Stock can be traded
without the right to receive an issuance or distribution (the “Ex-Date”)
in the case of a dividend or distribution or (ii) the consummation of the transaction in
the case of a subdivision, combination, split, reverse split or reclassification; |
| E0 = | the
Exercise Price in effect immediately prior to (i) the Open of Business on the Ex-Date in
the case of a dividend or distribution or (ii) the consummation of the transaction in the
case of a subdivision, combination, split, reverse split or reclassification; |
| N0 = | the
number of shares of Class B Common Stock outstanding immediately prior to (i) the Open of Business on the Record Date in the case of
a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split
or reclassification; and |
| N1 = | the
number of shares of Class B Common Stock equal to (i) in the case of a dividend or distribution, the sum of the number of shares outstanding
immediately prior to the Open of Business on the Record Date for such dividend or distribution plus the total number of shares issued
pursuant to such dividend or distribution or (ii) in the case of a subdivision, combination, split, reverse split or reclassification,
the number of shares outstanding immediately after such subdivision, combination, split, reverse split or reclassification. |
Such
adjustment shall become effective immediately after (i) the Open of Business on the Ex-Date in the case of a dividend or distribution
or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification. If any
dividend or distribution or subdivision, combination, split, reverse split or reclassification of the type described in this Section 2
is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then
be in effect if such dividend or distribution or subdivision, combination, split, reverse split or reclassification had not been declared
or announced, as the case may be. If any event occurs of the type contemplated by the provisions of this Section 2(a) but
not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock
rights or other rights with equity features to the holders of the Company’s equity securities generally), then the Board of Directors
will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder;
provided, that no such adjustment pursuant to this paragraph will increase the Exercise Price or decrease the number of Warrant Shares
as otherwise determined pursuant to this Section 2; and provided, further, that no adjustment shall be made under this Section 2(a)
in connection with any transactions involving Purchase Rights.
(b) Certain
Exercise Price Adjustments. Upon the consummation of the Rights Offering (and/or the consummation of issuance of Class A Common
Stock and Class B Common Stock pursuant to the Standby Purchase Agreement (such issuance, the “Backstop
Issuance”)), or any other issuance of Purchase Rights, the Exercise Price will be decreased (and in no event increased)
based on the following formula; provided that, in the case of the Rights Offering and/or the Backstop Issuance, in no event
shall the adjustment percentage exceed 6.25% (such that in no event shall the Exercise Price be adjusted below $11.25, based on the
initial Exercise Price, with respect to such Rights Offering and/or the Backstop Issuance):
|
where: |
E1 = E0 * (BP / S0) |
|
and: |
BP = ((S0 * N0) + (S1 * N1)) / (N0 + N1) |
| E1 = | the
Exercise Price in effect immediately after the announcement of the Subscription Price (the “Announcement”); |
| E0 = | the
Exercise Price in effect immediately prior to the Announcement; |
| S0 = | the
10-day Weighted Average Price of a share of Class B Common Stock as of the day immediately prior to the Announcement; |
| S1 = | the
subscription price (the “Subscription Price”) of the Purchase Right, including in the Rights Offering and/or the Backstop
Issuance, to purchase one whole share of Class B Common Stock; |
| N0 = | the
number of shares of Common Stock Deemed Outstanding immediately prior to the Announcement; |
| N1 = | the
aggregate number of shares of Class B Common Stock that is purchased pursuant to the Purchase Rights, including in the Rights Offering
and/or the Backstop Issuance. |
(c) Other
Dividends and Distributions. The issuance as a dividend or distribution to any holders of Class B Common Stock of evidences of
indebtedness, shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above,
or Purchase Rights that are the subject of Section 2(b) above), cash or other property, in which event the Exercise Price will be
adjusted based on the following formula:
|
where: |
E1 = E0 x ((P - FMV) / P) |
| E1 = | the
Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; |
| E0 = | the
Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; |
| P = | the
Weighted Average Price of a share of Class B Common Stock immediately prior to the Open of Business on the second Business Day preceding
the Ex-Date for such dividend or distribution; and |
| FMV = | the
Fair Market Value of the portion of such dividend or distribution applicable to one share of Class B Common Stock as of the Open of Business
on the Ex-Date for such dividend or distribution. |
Such
decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event
that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) Tender
or Exchange Offer. The payment in respect of any tender offer or exchange offer by the Company for outstanding Class B Common
Stock on a pro rata basis, where the cash and Weighted Average Price of any other consideration included in the payment per share of
the Class B Common Stock exceeds the Weighted Average Price of a share of Class B Common Stock as of the Open of Business on the
second Business Day preceding the expiration date of the tender or exchange offer (the “Offer Expiration Date”),
in which event the Exercise Price will be adjusted based on the following formula:
|
where: |
E1 = E0 x ((N0 x P1) / ((P1 x N1) + A)) |
| E1 = | the
Exercise Price in effect immediately after the Close of Business on the Offer Expiration Date; |
| E0 = | the
Exercise Price in effect immediately prior to the Close of Business on the Offer Expiration Date; |
| N0 = | the
number of shares of Class B Common Stock outstanding immediately prior to the expiration of the tender or exchange offer (prior to giving
effect to the purchase or exchange of shares); |
| N1 = | the
number of shares of Class B Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect
to the purchase or exchange of shares); |
| A = | the
aggregate cash and Weighted Average Price of any other consideration payable for shares of Class B Common Stock purchased in such tender
offer or exchange offer; and |
| P1 = | the
Weighted Average Price of a share of Class B Common Stock as of the Open of Business on the second Business Day after the Offer Expiration
Date. |
An
adjustment, if any, to the Exercise Price pursuant to this Section 2(d) shall become effective immediately after the Close
of Business on the Offer Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares
of Class B Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented
by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted
to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth
in the preceding sentence, if the application of this Section 2(d) to any tender offer or exchange offer would result in
an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this Section 2(d).
(e) Multiple
Adjustments. If any single action would require adjustment of the Exercise Price or number of Warrant Shares pursuant to more
than one subsection of this Section 2, Section 3 or Section 4, only one adjustment shall be made to each
of the Exercise Price and number and such adjustment shall be the amount of adjustment that has the highest, relative to the rights
and interests of the registered holders of the Warrants then outstanding, absolute value. For the purpose of calculations pursuant
to this Section 2, the number of shares of Class B Common Stock outstanding shall be based on the number of shares of
Class B Common Stock outstanding on the applicable date of determination and giving effect to the conversion of any securities
convertible, exercisable or exchangeable for Class B Common Stock outstanding as of such date.
(f) Adjustment
Timing. Solely with respect to an exercise of this Warrant for Class B Common Stock, notwithstanding anything to the contrary
set forth in this Section 2 or any other provision of this Warrant, if an Exercise Price adjustment becomes effective on
any Ex-Date, and a Holder that has exercised this Warrant on or after such Ex-Date and on or prior to the related Record Date would
be treated as the record holder of the Class B Common Stock on or prior to such Record Date, then, the Exercise Price adjustment
relating to such Ex-Date will not be made for such exercising Holder. Instead, such Holder will be treated as if it were the record
owner of shares of Class B Common Stock on an un-adjusted basis and participate in the related dividend, distribution or other event
giving rise to such adjustment.
Section 3. Adjustments
to Number of Warrants. Concurrently with any adjustment to the Exercise Price under Section 2 (other than Section 2(b)),
the number of Warrant Shares hereunder will be adjusted such that the number of Warrant Shares in effect immediately following the
effectiveness of such adjustment will be equal to the number of Warrant Shares in effect immediately prior to such adjustment,
multiplied by a fraction, (a) the numerator of which is the Exercise Price in effect immediately prior to such adjustment, and (b)
the denominator of which is the Exercise Price in effect immediately following such adjustment.
Section 4. Fundamental
Transactions.
(a) RESERVED.
(b) Fundamental
Transactions. Upon the occurrence of any Fundamental Transaction in which the Company is neither the Successor Entity nor the
Parent Entity of the Successor Entity, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of
the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon
consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are entitled to receive
shares of stock, securities, cash, assets or any other property with respect to or in exchange for shares of Class B Common Stock,
the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time
after the consummation of such Fundamental Transaction, in lieu of, or in addition to, the shares of the Class B Common Stock (or
other share of stock, securities, cash, assets or other property purchasable upon the exercise of the Warrant prior to such
Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or
other purchase or subscription rights), if any, that the Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance
with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the
consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are entitled to receive
shares of stock, securities, cash, assets or any other property with respect to or in exchange for shares of Class B Common Stock,
the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon exercise of
this Warrant within thirty (30) days after the consummation of the Fundamental Transaction but, in any event, prior to the
Expiration Date, in lieu of, or in addition to, the Warrant Shares (or other securities, cash, assets or other property) purchasable
upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to
receive upon the happening of such Fundamental Transaction had the Warrant been exercised immediately prior to such Fundamental
Transaction.
Section 5. Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved shares of Class B Common Stock, solely for the purpose of enabling it to issue
Warrant Shares upon exercise of this Warrant as herein provided, at least a number of shares of Class B Common Stock equal to 100%
of the number of shares of Class B Common Stock which are then issuable and deliverable upon the Cash Exercise of this entire
Warrant for shares of Class B Common Stock, assuming a Cash Exercise of the Warrant (the “Required Reserve
Amount”), free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions in Section 2). The Company covenants that all shares of Class B Common Stock so
issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof,
be duly and validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably
necessary, including but not limited to seeking stockholder approval, to assure that such shares of Class B Common Stock may be
issued as provided herein without violation of any applicable law or regulation, or of any requirements of any Eligible Market upon
which the Class B Common Stock may be listed.
Section 6. Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have reserved for issuance upon
exercise of this Warrant at least the then Required Reserve Amount (an “Authorized Share Failure”), then the
Company shall immediately take all action necessary to increase the Company’s authorized shares of Class B Common Stock to an
amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the Company
shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Class B Common Stock.
In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best
efforts to solicit its stockholders’ approval of such increase in authorized shares of Class B Common Stock and to cause the
Board of Directors to recommend to the stockholders that they approve such proposal.
Section 7. Warrant
Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a Holder, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s
capacity as a Holder, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder
which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Section 8. Registration
and Reissuance of Warrants.
(a) Registration
of Warrant. The Company shall register this Warrant, upon the records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary. The Company shall also register any transfer, exchange,
reissuance or cancellation of any portion of this Warrant in the Warrant Register. The Holder’s right to exercise this Warrant
shall automatically terminate at 11:59:01 p.m., New York City time, on the Expiration Date and upon such cancellation, the Company
shall register the cancellation of this Warrant in the Warrant Register.
(b) Transfer
of Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as
may otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be
transferred, the Holder shall surrender this Warrant to the Company, together with all applicable transfer taxes and all additional
documentation (including, without limitation, an opinion of counsel reasonably satisfactory to the Company) reasonably requested by
the Company to confirm that any such transfer of this Warrant complies with applicable securities laws, whereupon the Company will
promptly issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 8(e)), registered as
the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 8(e))
to the Holder representing the right to purchase the number of Warrant Shares not being transferred. The acceptance and execution of
the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in
respect of the new Warrant that the Holder has in respect of this Warrant.
(c) Lost, Stolen
or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, if requested by the Company, of any
indemnification undertaking by the Holder to the Company in customary form by the Holder to the Company (but without the requirement
to post a bond) and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and
deliver to the Holder a new Warrant (in accordance with Section 8(e)) representing the right to purchase the Warrant
Shares then underlying this Warrant.
(d) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance with Section 8(e))
representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new
Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such
surrender; provided, however, that the Company shall not be required to issue new Warrants for fractional Warrant Shares
hereunder.
(e) Issuance
of New Warrants. Whenever the Company or its Transfer Agent, as directed by the Company, is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as indicated
on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant, (iii) have an issuance date,
as indicated on the face of such new Warrant which is the same as the Issuance Date and (iv) have the same terms and conditions as
this Warrant.
Section 9. Registration
Rights.
(a) Filing
of Registration Statement. As soon as reasonably practicable, but in no event later than thirty (30) days following request by the
Requisite Holders to register the Warrant Shares (which request shall not occur prior to the Resale Obligation Date) (such date of filing
is referred to as the “Filing Date”), the Company shall file a registration statement covering the resale of the Warrant
Shares on a registration statement (the “Registration Statement”) with the SEC and effect the registration, qualifications
or compliances (including, without limitation, the execution of any required undertaking to file post-effective amendments, appropriate
qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance with applicable securities
laws, requirements or regulations) as promptly as possible after the filing thereof, but in any event prior to the date that is sixty
(60) days after the Filing Date (or, in the event the Company receives comments on such Registration Statement, the date that is ninety
(90) days after the Filing Date); provided, however, if the Company is unable to take such Registration Statement effective by such time
due to the existence of an Effectiveness Exception, it will be required to take such Registration Statement effective as promptly as
practicable following termination of such Effectiveness Exception. The Company’s registration obligations pursuant to this Section
9 shall terminate at the end of the Registration Period.
(b) Expenses.
All registration expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to this Section 9 shall
be borne by the Company.
(c) Registration
Defaults. The Company further agrees that, in the event that the Registration Statement (i) has not been filed with the SEC by
the date such filing is required pursuant to Section 9(a), (ii) has not been declared effective by the SEC by the date
such filing is required pursuant to Section 9(a), or (iii) after the Registration Statement is declared effective by the
SEC, is suspended by the Company or ceases to remain continuously effective as to all Warrant Shares for which it is required to be
effective, other than, in each case, within the time period(s) permitted by Section 9(f)(ii) (each such event referred
to in clauses (i), (ii) and (iii), (a “Registration Default”)), for any thirty-day period (a
“Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall
commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by
such date), the Exercise Price then in effect shall be reduced by an amount equal to one percent (1%) of such Exercise Price for
each Penalty Period during which the Registration Default remains uncured; provided, however, that if the Holder fails to provide
the Company with any information that is required to be provided in the Registration Statement with respect to the Holder as set
forth herein, then the commencement of the Penalty Period described above shall be extended until five Business Days following the
date of receipt by the Company of such required information; provided further, that the amount of reduction in Exercise Price for
any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration
Default remains uncured. Notwithstanding the foregoing, the Company will not be required to cause any such reductions in Exercise
Price if, during such Penalty Period, the Holder is able to sell all of its Warrant Shares pursuant to Rule 144 without complying
with the volume, holding period or manner of sale requirements thereof.
(d) Registration
Period Covenants. In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to
this Warrant, the Company shall, upon reasonable request, inform the Holder as to the status of such registration, qualification,
exemption and compliance. At its expense, during the Registration Period, the Company shall:
(i)
except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Registration
Statement under Section 9(f)(ii), use its commercially reasonable efforts to keep such registration, and any
qualification, exemption or compliance under state securities laws that the Company determines to obtain, continuously effective
with respect to the Holder, and to keep such Registration Statement free of any material misstatements or omissions, until the later
of the following: (A) the date all Warrant Shares may be sold under Rule 144 during any 90 day period without volume, holding period
or manner of sale limitations and (B) the fifth year anniversary of the Issuance Date. The period of time during which the Company
is required hereunder to keep the Registration Statement effective is referred to herein as the “Registration
Period;”
(ii)
advise the Holders:
(A)
within two Business Days when the Registration Statement or any amendment thereto has been filed with the SEC and when the
Registration Statement or any post-effective amendment thereto has become effective;
(B)
within five Business Days of any request by the SEC for amendments or supplements to the Registration Statement or the prospectus
included therein or for additional information;
(C)
within five Business Days of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for such purpose;
(D)
within five Business Days of the receipt by the Company of any notification with respect to the suspension of the qualification of
the Warrant Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose;
(E)
within five Business Days of the occurrence of any event that requires the making of any changes in the Registration Statement or
the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances
under which they were made) not misleading; provided that, the Company shall not be required to provide, and shall not provide, the
Holder or its representatives with material, non-public information unless the Holder agrees to receive such information and enters
into a written confidentiality agreement with the Company in a form reasonably acceptable to the Company;
(F)
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;
(G) promptly
deliver to the Holder, without charge, as many copies of the prospectus included in such Registration Statement and any amendment or
supplement thereto as the Holder may reasonably request in writing; and the Company consents to the use, consistent with the provisions
hereof, of the prospectus or any amendment or supplement thereto by the Holder of Warrant Shares in connection with the offering and
sale of the Warrant Shares covered by the prospectus or any amendment or supplement thereto;
(H) [RESERVED];
(I) prior
to any public offering of Warrant Shares pursuant to any Registration Statement, promptly take such actions as may be necessary to register
or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such United States jurisdictions as any
such Holders reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process
in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Warrant Shares covered by such Registration Statement;
(J) upon
the occurrence of any event contemplated by Section 9(d)(ii)(E) above, except for such times as the Company is permitted
hereunder to suspend the use of the prospectus forming part of the Registration Statement, the Company shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the
related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Warrant Shares included
therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(K) otherwise
use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC that
could affect the sale of the Warrant Shares;
(L) use
its commercially reasonable efforts to cause all Warrant Shares to be listed on each securities exchange or market, if any, on which
equity securities issued by the Company have been listed;
(M) use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Warrant Shares contemplated hereby
and to enable the Holders to sell Warrant Shares under Rule 144;
(N) [RESERVED];
and
(O) at
the Holder’s expense, permit a single counsel for the Holder to review the Registration Statement and all amendments and supplements
thereto, at least two Business Days prior to the filing thereof with the SEC; and
(iii) upon
request from the Holder, and subject to receipt of any additional documents reasonably requested by the Company, take all customary actions,
and to cause the Transfer Agent to take all reasonable actions, necessary to remove any legend on the Warrant Shares at the earliest
possible time permitted by applicable law.
(e) Indemnity.
(i) To
the extent permitted by law, the Company shall indemnify the Holder and each Person controlling the Holder within the meaning of Section
15 of the Act, with respect to which any registration that has been effected pursuant to this Section 9, against all claims,
losses, damages and liabilities (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation,
commenced or threatened (subject to Section 9(e)(iii) below), arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in the Registration Statement, prospectus, any amendment or supplement thereof, or other
document incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances
in which they were made, or any violation by the Company of any rule or regulation promulgated by the Act applicable to the Company and
relating to any action or inaction required of the Company in connection with any such registration, qualification or compliance, and
will reimburse the Holder and each Person controlling the Holder, for reasonable legal and other out-of-pocket expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company
will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon
and in conformity with written information furnished to the Company by or on behalf of the Holder for use in preparation of such Registration
Statement, prospectus, amendment or supplement; provided further that the Company will not be liable in any such case where the claim,
loss, damage or liability arises out of or is related to the failure of the Holder to comply with the covenants and agreements contained
in this Warrant respecting sales of Warrant Shares, and except that the foregoing indemnity agreement is subject to the condition that,
insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the Registration Statement becomes effective
or in the amended prospectus filed with the SEC pursuant to Rule 424(b) or in the prospectus subject to completion under Rule 434 of
the Act, which together meet the requirements of Section 10(a) of the Act (the “Final Prospectus”), such indemnity
shall not inure to the benefit of the Holder or any such controlling Person, if a copy of the Final Prospectus furnished by the Company
to the Holder for delivery was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the
time such furnishing is required by the Act and the Final Prospectus would have cured the defect giving rise to such loss, liability,
claim or damage.
(ii) The
Holder will severally, and not jointly, indemnify the Company, each of its directors and officers, and each Person who controls the Company
within the meaning of Section 15 of the Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including
any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 9(e)(iii) below),
arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement,
prospectus, or any amendment or supplement thereof, incident to any such registration, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of
the circumstances in which they were made, and will reimburse the Company, such directors and officers, and each Person controlling the
Company for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim,
loss, damage, liability or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission
or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of
the Holder about the Holder for use in preparation of the Registration Statement, prospectus, amendment or supplement; provided that
the indemnity shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of the
prospectus was not made available to the person or entity asserting the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Act and the Final Prospectus would have cured the defect giving rise to such loss, claim, damage or liability.
Notwithstanding the foregoing, the Holder’s aggregate liability pursuant to this subsection (ii) shall be limited to the
net amount received by the Holder from the sale of the Warrant Shares giving rise to such claims, losses, damages and liabilities (and
actions in respect thereof).
(iii) Each
party entitled to indemnification under this Section 9(e) (the “Indemnified Party”) shall give notice
to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume
the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct
the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld
or delayed), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided further that
the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under
this Warrant, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An Indemnifying
Party shall not be liable for any settlement of an action or claim effected without its written consent (which consent will not be unreasonably
withheld or delayed). No Indemnifying Party, in its defense of any such claim or litigation, shall, except with the consent (such consent
not to be unreasonably withheld or delayed) of the Indemnified Party consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
(iv) If
the indemnification provided for in this Section 9(e) is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party or is insufficient to hold such Indemnified Party harmless with respect to any loss, liability, claim, damage or expense
referred to therein, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying
Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. Notwithstanding the foregoing, the Holder’s aggregate liability pursuant to this subsection (iv) shall be limited
to the net amount received by the Holder from the sale of Warrant Shares giving rise to such loss, liability, claim, damage or expense
(or actions in respect thereof) less all other amounts paid as damages in respect thereto.
(f) Additional
Covenants and Agreements of the Holder.
(i) The
Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement
or amendment to a prospectus relating to Warrant Shares so that, as thereafter delivered to the Holder, such prospectus shall not contain
an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, the Holder will forthwith discontinue disposition of Warrant Shares pursuant to the Registration Statement and
prospectus contemplated by Section 9(a) until its receipt of copies of the supplemented or amended prospectus from the Company
and, if so directed by the Company, the Holder shall deliver to the Company all copies, other than permanent file copies then in the
Holder’s possession, of the prospectus covering such Warrant Shares current at the time of receipt of such notice.
(ii) The
Holder shall suspend, upon written request of the Company, any disposition of Warrant Shares pursuant to the Registration Statement and
prospectus contemplated by Section 9(a) during no more than 90 calendar days (which need not be consecutive days) during
any 12-month period to the extent that the Board of Directors of the Company determines in good faith that the sale of Warrant Shares
under the Registration Statement would be reasonably likely to cause a violation of the Act or Exchange Act; provided, that, in the event
the Company requests such suspension, then the Expiration Date shall be extended by a number of Trading Days equal to the number of Trading
Days that occur during such suspension.
(iii) As
a condition to the inclusion of its Warrant Shares, the Holder shall furnish to the Company such information regarding the Holder and
the distribution proposed by the Holder as the Company may reasonably request in writing, including completing a Registration Statement
questionnaire in the form provided by the Company, or as shall be required in connection with any registration referred to in this Section 9.
(iv) The
Holder hereby covenants with the Company, with respect to sales made pursuant to the Registration Statement, (A) not to make any sale
of the Warrant Shares without effectively causing the prospectus delivery requirements under the Act to be satisfied, and (B) if such
Warrant Shares are to be sold by any method or in any transaction other than on a national securities exchange or in the over-the-counter
market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least three Business Days
prior to the date on which the Holder first offers to sell any such Warrant Shares.
(v) The
Holder acknowledges and agrees to provide any documentation reasonably requested by the Company following sales of Warrant Shares in
order for the Company to instruct the transfer agent with respect to the transfer of such Warrant Shares on the books of the Company.
(vi) The
Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such Registration Statement that
would constitute a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.
(vii) At
the end of the Registration Period, the Holders shall discontinue sales of shares pursuant to such Registration Statement upon receipt
of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain
unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of
such notice from the Company.
(g) Additional
Covenants and Agreements of the Company. With a view to making available to the Holder the benefits of certain rules and regulations
of the SEC that, at any time, permit the sale of the Warrant Shares to the public without registration, so long as the Holder still owns
Warrant Shares, the Company shall use its commercially reasonable efforts to:
(i) make
and keep public information available, as those terms are understood and defined in Rule 144, at all times;
(ii) file
with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and
(iii) so
long as the Holder owns any Warrant Shares, make available or furnish to the Holder, upon any reasonable request, a written statement
by the Company as to its compliance with Rule 144 and of the Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company as the Holder may reasonably request in availing itself of any rule or regulation
of the SEC allowing the Holder to sell any such securities without registration.
(h) Assignment
of Registration Rights. During the Registration Period, the rights to cause the Company to register Warrant Shares granted to the
Holder by the Company under Section 9(a) may be assigned by the Holder in connection with a transfer by the Holder to a transferee
of the Warrants and all Warrant Shares, provided, however, that (i) such transfer complies with all applicable securities laws and with
the terms and provisions of the Warrant; (ii) the Holder gives prior written notice to the Company; and (iii) such transferee agrees
in writing to comply with the terms and provisions of the Warrant, and has provided the Company with a completed Registration Statement
questionnaire in such form as is reasonably requested by the Company.
Section 10. Certain
Tax Matters.
(a) Cooperation.
In connection with the ownership by Holder of this Warrant and any Class B Common Stock issuable upon the exercise of this Warrant, Company
shall (and shall cause its subsidiaries to) reasonably cooperate with the Holder, and use commercially reasonable efforts to provide
the Holder with all reasonably requested information, records, and documents related to Company and its subsidiaries that are necessary
for, the completion of tax and information returns of the Holder and its Affiliates (or their direct or indirect equity owners) and their
compliance with any applicable tax laws, including with respect to withholding tax obligations. Without limiting the generality of the
foregoing, (i) in the event that Company makes or has made any actual or deemed distribution to its stockholders, Company shall make
commercially reasonable efforts to provide to the Holder such information regarding the current and accumulated “earnings and profits”
of Company (including any projections with respect to current earnings and profits) as the Holder may reasonably request in order to
determine what portion (if any) of any such distribution is a dividend for U.S. federal income tax purposes and (ii) Company shall (A)
provide to the Holder, upon written request and within thirty (30) days following such request, either (1) a certification that Company
is not a United States real property holding company, in accordance with Treasury Regulations Sections 1.897-2(g)(1)(ii) and 1.897-2(h)(1)
or (2) written notice of its legal inability to provide such a certification, and (B) in connection with the provision of any certification
pursuant to the preceding clause (A)(1), comply with the notice provisions set forth in Treasury Regulations Section 1.897-2(h)(2).
(b) Cashless
Exercise. If the Holder elects to exercise this Warrant using the Cashless Exercise method of payment, the Company, upon request
of the Holder, shall use commercially reasonable efforts to structure the exercise of this Warrant in such a manner (as requested by
the Holder) as to maximize the after-tax returns to the Holder and its Affiliates (or their direct or indirect equity owners), including,
at the Holder’s request, by treating the exercise as a recapitalization within the meaning of Code Section 368(a)(1)(E).
Section 11. Notices.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing,
(a) if delivered from within the domestic United States, by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by email or (b) if delivered from outside the United States, by International Federal
Express or by email and (c) will be deemed given (i) if delivered by first-class registered or certified domestic mail, three (3)
Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so
mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed, and (iv) if delivered by email,
upon receipt, and will be delivered and addressed as follows:
(a) If
to the Company, to
RumbleOn,
Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038
Attention: General Counsel
Email: legal@rumbleon.com
with
a copy to (which shall not constitute notice):
Vinson
& Elkins LLP
1114
6th Ave 32nd Floor,
New
York, NY 10036
Attention:
Shelley Barber
Email: sbarber@velaw.com
(b) If
to the Holder, to the address listed on Exhibit B.
The
Company shall give written notice to the Holder (i) reasonably promptly following any adjustment of the Exercise Price, setting
forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior (or as soon
as reasonable practicable if ten days is not commercially feasible) to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Class B Common Stock, (B) with respect to any grants, issuances
or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Class B Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation; provided, that in each case, such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder; and provided, further, that the failure to deliver such notice or any defect therein or
in the delivery thereof shall not affect the validity of the corporation action required to be specified in such notice. Upon receipt
or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined
that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries,
the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current
Report on Form 8-K or otherwise in accordance with applicable laws. In the event that the Company believes that a notice contains material,
nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously with
delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating
to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries.
Section 12. Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles or Bylaws, each as currently in
effect, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to
protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par
value of any shares of Class B Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
and (ii) shall use all reasonable efforts to take all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Class B Common Stock upon the exercise of this
Warrant.
Section 13. Amendment
and Waiver. Except as otherwise provided herein, the provisions of this Warrant may not be modified, amended or waived except
pursuant to an instrument in writing signed by the Company and the Holder. The Company may not take any action herein prohibited, or
omit to perform any act herein required to be performed by it without the written consent of the Holder and the Holder may not take
any action herein prohibited, or omit to perform any act herein required to be performed by it without the written consent of the
Company.
Section 14. Governing
Law; Waiver of Jury Trial. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. THE
COMPANY AND THE HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR
ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
Section 15. Construction;
Headings. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.
Section 16. Dispute
Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via email within two (2) Trading Days of receipt of the
Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon
such determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading Days after such disputed determination
or arithmetic calculation is submitted to the Holder, then the Company shall, within two (2) Trading Days, submit via email (a) the
disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the
Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant.
The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and
notify the Company and the Holder of the results no later than ten (10) Trading Days after the date that such investment bank or accountant,
as the case may be, receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. The expenses of the investment bank
and accountant will be borne by the Company unless the investment bank or accountant determines that the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares by the Company was correct, in which case the expenses of the investment bank
and accountant will be borne by the Holder.
Section 17. Remedies,
Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive
relief). The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Holder and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available remedies, to seek an injunction restraining any breach, specific
performance and any other relief that may be available from a court of competent jurisdiction, and in any case no bond or other security
shall be required in connection therewith.
Section 18.
Counterparts. This Warrant may be executed in two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided
that a facsimile, electronic or .pdf format signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original
Section 19. Certain
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:
“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.
“Articles”
means the Company’s Articles of Incorporation, as may be amended from time to time.
“Bloomberg”
means Bloomberg Financial Markets.
“Board
of Directors” means the Board of Directors of the Company.
“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York are open for the general transaction of business.
“Bylaws”
means the Bylaws of the Company, as amended and may be further amended from time to time.
“Cashless
Exercise Date” means the first date on which all indebtedness for borrowed money, including outstanding principal and interest,
have been repaid in full under the Oaktree Agreement, and the Oaktree Agreement is terminated.
“Class
A Common Stock” means the Company’s shares of Class A Common Stock, $0.001 par value per share.
“Class
B Common Stock” means (i) the Company’s shares of Class B Common Stock, $0.001 par value per share, and (ii) any
share capital into which such Class B Common Stock shall have been changed or any share capital resulting from a reclassification of
such Class B Common Stock.
“Close
of Business” means 4:00 pm New York City time.
“Code”
means the U.S. Internal Revenue Code of 1986, as amended (including any successor statute).
“Common
Stock” means the common stock of the Company, as defined in the Articles, and including the Class A Common Stock and the Class
B Common Stock.
“Convertible
Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for shares
of Class B Common Stock.
“Common
Stock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Class A Common Stock and Class B
Common Stock actually outstanding at such time, plus (b) the number of shares of Class A Common Stock issuable upon exercise of
options actually outstanding at such time, plus (c) the number of shares of Class B Common Stock issuable upon exercise of Options
actually outstanding at such time, plus (d) any stock or securities directly or indirectly convertible into or exercisable or
exchangeable for shares of Class A Common Stock, plus (e) the number of shares of Class B Common Stock issuable upon conversion
or exchange of Convertible Securities actually outstanding at such time, in each case, regardless of whether such securities are actually
exercisable, convertible or exchangeable at such time; provided, that Common Stock Deemed Outstanding at any given time shall
not include shares owned or held by or for the account of the Company or any of its wholly-owned Subsidiaries.
“Effective
Price” means the amount paid or payable to acquire shares of Class B Common Stock (or in the case of Convertible Securities,
the amount paid or payable to acquire the Convertible Security, if any, plus the exercise price for the underlying Class B Common Stock).
“Effectiveness
Exceptions” means (i) the occurrence of any event or passage of time that makes the financial statements included or incorporated
by reference in a Registration Statement non-compliant with the rules and regulations of the SEC with respect to historical or pro forma
financial statements, (ii) the occurrence of any event or passage of time that makes any statement made in a Registration Statement or
prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
any revisions to a Registration Statement, prospectus or other documents so that, in the case of a Registration Statement or the prospectus,
as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii)
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material
and that the Company has determined it is not in the best interest of the Company to disclose, and (iv) a contemplated filing of an annual
report on Form 10-K or quarterly report on Form 10-Q within fifteen days from the date of such notification from the SEC that one or
more of the Registration Statements will not be reviewed or is no longer subject to further review and comments.
“Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American LLC, The Nasdaq Stock Market, or the
OTC Bulletin Board.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Expiration
Date” means the five (5) year anniversary of the Issuance Date; provided, that in the event that after such date, the SEC issues
any stop order suspending the effectiveness of the Registration Statement, the Registration Statement is suspended by the Company or
ceases to remain continuously effective as to all Warrant Shares for which it is required to be effective, then the Expiration Date shall
be extended by a number of Trading Days equal to the number of Trading Days that occur during the period that such stop order by the
SEC has not been terminated or the Registration Statement is suspended by the Company or ceases to remain effective.
“Fair
Market Value” means, as of the applicable date of determination, the fair market value of a dividend or distribution as determined
reasonably and in good faith by the Board of Directors and the Holder; provided, that if the Board of Directors and the Holder cannot
mutually agree on a determination of Fair Market Value within 30 days of the Ex-Date, the Fair Market Value shall be determined by an
independent appraiser selected by the Board of Directors and reasonably satisfactory to the Holder (the “Appraiser”).
The determination of Fair Market Value by the Appraiser shall be final and binding upon the parties hereto, absent fraud or manifest
error, and the Company shall pay the fees and expenses of the Appraiser.
“Fundamental
Transaction” means at any time after the Issuance Date and prior to the Expiration Date (A) that the Company shall, directly
or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or
merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to one or more Subject Entities, or
(iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its shares of Class B Common
Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders
of at least either (x) 50% of the outstanding shares of Class B Common Stock, (y) 50% of the outstanding shares of Class B Common Stock
calculated as if any shares of Class B Common Stock held by all Subject Entities making or party to, or Affiliates of any Subject Entities
making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Class B Common Stock
such that all Subject Entities making or party to, or Affiliates of any Subject Entity making or party to, such purchase, tender or exchange
offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding
shares of Class B Common Stock, or (iv) consummate a stock purchase or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Class B Common Stock, (y) at least 50%
of the outstanding shares of Class B Common Stock calculated as if any shares of Class B Common Stock held by all the Subject Entities
making or party to, or Affiliates of any Subject Entity making or party to, such stock purchase or other business combination were not
outstanding; or (z) such number of shares of Class B Common Stock such that the Subject Entities become collectively the beneficial owners
(as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Class B Common Stock, or (v) reorganize,
recapitalize or reclassify its shares of Class B Common Stock, (B) that the Company shall, directly or indirectly, including through
Subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities
in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding
shares of Class B Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement,
reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding shares of Class B Common Stock, (y) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding shares of Class B Common Stock not held by all such Subject Entities as of the date
of this Warrant calculated as if any shares of Class B Common Stock held by all such Subject Entities were not outstanding, or (z) a
percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Class B Common Stock or other equity
securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring
other stockholders of the Company to surrender their Class B Common Stock without approval of the stockholders of the Company, or (C) directly
or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance by the Company
of or the entering by the Company into any other instrument or transaction structured in a manner to circumvent, or that circumvents,
the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.
“Group”
means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.
“Oaktree
Agreement” means that certain Term Loan Credit Agreement, dated as of August 31, 2021, as subsequently amended, restated, amended
and restated, supplemented or otherwise modified from time to time, by and among the Company, Oaktree Fund Administration, LLC, as administrative
agent and collateral agent and the lenders (the “Lenders”) party thereto from time to time.
“Options”
means any rights, warrants or options to subscribe for or purchase shares of Class B Common Stock or Convertible Securities.
“Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or
equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
“Purchase
Rights” means the grant, sale or issuances of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to all of the record holders of shares of Class B Common Stock.
“Principal
Market” means The Nasdaq Stock Market.
“Record
Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Class B Common
Stock have the right to receive any cash, securities or other property or in which Class B Common Stock (or other applicable security)
is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders
of Class B Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors
or by statute, contract or otherwise).
“Requisite
Holders” means the holders representing at least 20% of the Total Warrant Shares (directly or in the form of Warrants) outstanding
as of the date of the registration request.
“Resale
Obligation Date” means the date on which the average daily Weighted Average Price for the Company’s Class B Common Stock
during a 30 consecutive Trading Day period exceeds 100% of the initial Exercise Price.
“Rights
Offering” has the meaning ascribed to it in the Oaktree Agreement (as amended, restated, amended and restated, supplemented
or otherwise modified prior to the date hereof).
“SEC”
means the U.S. Securities and Exchange Commission.
“Standby
Purchase Agreement” has the meaning ascribed to it in the Oaktree Agreement (as amended, restated, amended and restated, supplemented
or otherwise modified prior to the date hereof).
“Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
trading market with respect to the Class B Common Stock as in effect on the date of delivery of the Exercise Notice.
“Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
“Subsidiary”
means, as to any Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated,
of which at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board
of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly
beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.
“Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.
“Total
Warrant Shares” means, initially, the 1,212,121 Warrant Shares, as may be adjusted pursuant to the terms of each Warrant, dated
August 14, 2023, initially issued to the Lenders, as may be transferred in accordance with the terms of each Warrant.
“Trading
Day” means any day on which the Class B Common Stock is traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Class B Common Stock, then on the principal securities exchange or securities market on which the
Class B Common Stock is then traded; provided that “Trading Day” shall not include any day that the Class B Common Stock
is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York City Time).
“Transfer
Agent” means Broadridge Corporate Issuer Solutions, Inc., or any other successor Person appointed to act in the capacity of
transfer agent of the Company.
“Treasury
Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority
under the Code, and any successor regulations.
“Warrant
Shares” means shares of Class B Common Stock set forth on the first page that may be exercised pursuant to this Warrant, subject
to adjustments as set forth in Section 3.
“Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Pink Market maintained by OTC Markets Group Inc.
If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing bases, the Weighted Average
Price of such security on such date shall be the Fair Market Value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the Fair Market Value of such security, then such dispute shall be resolved pursuant to Section 14
with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations
shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Class B Common Stock to be duly executed as of the Issuance Date
set out above.
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RUMBLEON, INC. |
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By: |
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Name: |
[____] |
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Title: |
[____] |
Accepted as of the date first written above: |
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[ ] |
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By: |
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Title: |
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[Signature Page to Class B Common Warrant]
Exhibit A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE CLASS B COMMON STOCK
RUMBLEON, INC.
The
undersigned holder hereby exercises the right to purchase [_________] shares of Class B Common Stock (“Warrant Shares”)
of RumbleOn, Inc., a Nevada corporation (the “Company”), evidenced by the attached Warrant to Purchase Class B Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.
1. Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as (check one):
☐ Cash
Exercise under Section 1(a).
☐ Cashless
Exercise under Section 1(d).
2. Cash
Exercise. If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $[_________] to the Company in accordance with
the terms of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant. If the shares
are to be delivered electronically, please complete the Depositary information below.
DATED:
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(Signature must conform in all respects to name of the Holder as specified on the face of the Warrant) |
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Registered Holder |
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Address: |
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If shares are to be delivered electronically: |
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Broker name: |
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Broker Depositary account #: |
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Account at Broker shares are to be delivered to: |
ACKNOWLEDGMENT
The
Company hereby acknowledges this Exercise Notice.
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RUMBLEON, INC. |
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By: |
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Name: |
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Title: |
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EXHIBIT
B
NOTICE
ADDRESS FOR HOLDER
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