RideNow Group, Inc DEFA14A, filed Mar 15, 2021

RideNow Group, Inc. (RDNW)

DEFA14A 2021-03-15

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001-38248	46-3951329
(Commission File Number)	(I.R.S. Employer Identification No.)

901 W. Walnut Hill LaneIrving, Texas	75038
(Address of Principal Executive Offices)	(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	RMBL	The Nasdaq Stock Market LLC

Exhibit No.		Description
2.1*		Plan of Merger and Equity Purchase Agreement, dated March 12, 2021.
4.1		Warrant, dated March 12, 2021
10.1		Commitment Letter, dated March 12, 2021
10.2		Secured Promissory Note, dated March 12, 2021
10.3		Registration Rights and Lock-Up Agreement, dated March 12, 2021
99.1**		Investor Presentation, dated March 2021
99.2**		Investor Presentation Script, dated March 15, 2021
99.3**		Transcript of Recorded Introductory Video, dated March 15, 2021
99.4		Press release, dated March 15, 2021

	RUMBLEON, INC.

Date: March 15, 2021	By:	/s/ Steven R. Berrard
		Steven R. Berrard
		Chief Financial Officer

TABLE OF CONTENTS
ARTICLE I. DEFINITIONS		2
ARTICLE II. ACQUISITION AND MERGERS		20
2.1	Acquisition of Transferred Equity Interests	20
2.2	The Mergers.	20
2.3	Closing; Transaction Effective Time	24
2.4	[Intentionally Omitted]	24
2.5	Payment Notice	24
2.6	Closing Deliveries	24
2.7	Withholding Rights	26
2.8	Taking of Necessary Action; Further Action	27
2.9	Taxes	27
2.10	Transaction Accounting Principles	27
ARTICLE III. PURCHASE PRICE		27
3.1	Payment of Purchase Price	27
3.2	Pre-Closing Adjustment.	28
3.3	Post-Closing Adjustments.	29
ARTICLE IV. REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES		32
4.1	Corporate Existence and Power	32
4.2	Authorization	33
4.3	Approvals and Consents	33
4.4	Non-Contravention	33
4.5	Capitalization	33
4.6	Certificate of Formation; Operating Agreement	34
4.7	Corporate Records	34
4.8	Related Party Transactions	34
4.9	Assumed Names	35
4.10	Subsidiaries	35
4.11	Ownership; Continuous Operation	36
4.12	Financial Statements	36
4.13	Books and Records	37
4.14	Absence of Certain Changes	37
4.15	Properties; Title to Assets	37
4.16	Litigation	37
4.17	Contracts	38
4.18	Insurance	40


4.19	Licenses and Permits	41
4.20	Compliance with Laws	41
4.21	Intellectual Property; IT Systems	41
4.22	Privacy and Data Security	43
4.23	Suppliers	45
4.24	Accounts Receivable and Payable; Inventory	45
4.25	Pre-payments	45
4.26	Employees	45
4.27	Employment Matters	46
4.28	Withholding	48
4.29	Employee Benefits and Compensation	48
4.30	Real Property	50
4.31	Accounts	51
4.32	Tax Matters	51
4.33	Environmental Laws.	54
4.34	Finders’ Fees	55
4.35	Powers of Attorney and Suretyships	55
4.36	Certain Business Practices	55
4.37	Money Laundering Laws	55
4.38	OFAC	55
4.39	Not an Investment Company	56
4.40	Information Supplied	56
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE SELLERS		56
5.1	Ownership of Interests; Authority	56
5.2	Approvals and Consents	57
5.3	Non-Contravention	57
5.4	Litigation	57
5.5	Investment Representations	57
5.6	Finders’ Fees	59
ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUBS		59
6.1	Corporate Existence and Power	59
6.2	Corporate Authorization	59
6.3	Approval and Consents	59
6.4	Non-Contravention	60
6.5	Finders’ Fees	60
6.6	Litigation and Proceedings	60
6.7	Issuance of Shares	60


6.8	Capitalization	60
6.9	Internal Controls; Listing; Financial Statements	61
6.10	Reporting Company	62
6.11	Merger Sub	62
6.12	Undisclosed Liabilities	62
6.13	Purchaser SEC Documents and Purchaser Financial Statements	62
6.14	Absence of Certain Changes	63
6.15	Purchaser Investigations	63
6.16	No Other Representations and Warranties	63
ARTICLE VII. COVENANTS		64
7.1	Acquired Companies Conduct of the Business	64
7.2	Purchaser Conduct of Business	66
7.3	Access to Information	67
7.4	Notices of Certain Events by Sellers	68
7.5	Annual and Interim Financial Statements; Additional Financial Information	68
7.6	Employees of the Acquired Companies	69
7.7	Restrictive Covenants	69
7.8	Tax Matters.	73
7.9	Section 280G Approval	76
7.10	Related Party Transactions	76
7.11	Employee Matters	77
7.12	Notices of Certain Events by Purchaser	78
ARTICLE VIII. ADDITIONAL COVENANTS OF THE PARTIES		78
8.1	Commercially Reasonable Efforts; Further Assurances	78
8.2	Cooperation with Proxy Statement and Other Filings	80
8.3	Shareholder Vote; Recommendation of the Purchaser’s Board of Directors	82
8.4	Purchaser Stockholders’ Meeting	82
8.5	Confidentiality	83
8.6	Form 8-K; Press Releases	83
8.7	Listing	83
8.8	D&O Insurance; Indemnification of Officers and Directors	84
8.9	Exclusivity	84
8.10	Adoption of Equity Incentive Plan	85
8.11	Environmental Review.	85
8.12	Delivery of Certain Documents.	86
ARTICLE IX. CONDITIONS TO CLOSING		86
9.1	Condition to the Obligations of the Parties	86


9.2	Conditions to Obligations of the Purchaser	86
9.3	Conditions to Obligations of the Sellers	88
ARTICLE X. INDEMNIFICATION		88
10.1	Indemnification	88
10.2	Procedure	89
10.3	Determination of Losses; Priority of Claims	92
10.4	Escrow Fund	93
10.5	Tax Treatment of Indemnification Payments	94
10.6	Exclusive Remedies	94
10.7	NO ADDITIONAL REPRESENTATIONS; NO RELIANCE	95
ARTICLE XI. DISPUTE RESOLUTION		95
11.1	Jurisdiction; Waiver of Jury Trial	95
ARTICLE XII. TERMINATION		96
12.1	Termination	96
12.2	Effect of Termination	97
ARTICLE XIII. MISCELLANEOUS		98
13.1	Notices	98
13.2	Amendments; No Waivers; Remedies	99
13.3	Arm’s length bargaining; no presumption against drafter	99
13.4	Publicity	100
13.5	Expenses	100
13.6	No Assignment or Delegation	100
13.7	Governing Law	100
13.8	Counterparts; facsimile signatures	100
13.9	Entire Agreement	100
13.10	Severability	100
13.11	Construction of certain terms and references; captions	101
13.12	Further Assurances	101
13.13	Third Party Beneficiaries	102
13.14	Sellers’ Representative	102
13.15	Specific Performance	103
13.16	Sellers’ Releases	103
13.17	Spousal Consent.	104
13.18	No Recourse	104
13.19	Additional Definitions.	104

	RUMBLEON, INC. By: _______________________________________ Name: Marshall Chesrown Title: Chief Executive Officer

INDIVIDUAL HOLDER If you are an individual, print your name and sign below	ENTITY HOLDER If you are signing on behalf of an entity, please print the name of the entity, sign below, and indicate your name and title
___________________________________ Name of Individual (Please print)	______________________________________ Name of Entity (Please print)
___________________________________ Signature	By: ___________________________________ Name: Title:

Borrower:	RumbleOn, Inc., a corporation organized under the laws of the State of Delaware (the “Borrower”).
Transactions:	As set forth in Exhibit A to the Commitment Letter.
Administrative Agent and Collateral Agent:	Oaktree Fund Administration, LLC will act as sole administrative agent and sole collateral agent (in such capacities, the “Administrative Agent”) for a syndicate of banks, financial institutions and other entities reasonably acceptable to the Borrower (excluding any Specified Competitors) with respect to the Term Facilities (together with the Initial Lenders, the “Lenders”), and will perform the duties customarily associated with such roles.
Lead Arranger and Bookrunner:	Oaktree Capital Management, L.P. will act as lead arranger and bookrunner for the Term Facilities (together with its designated affiliates, in such capacity, the “Lead Arranger”), and will perform the duties customarily associated with such roles.
Initial Term Facility:	A senior secured first lien term loan facility (the “Initial Term Facility”) in an aggregate principal amount of $280 million. Lenders with commitments under the Initial Term Facility are collectively referred to herein as the “Initial Term Facility Lenders”. Loans under the Initial Term Facility (“Initial Term Loans”) will be available to the Borrower in U.S. dollars.
Delayed Draw Term Loan Facility:	A senior secured first lien delayed draw term loan facility in an aggregate principal amount of up to $120 million (the “Delayed Draw Term Facility” and, together with the Initial Term Facility, the “Term Facilities”). Lenders with commitments under the Delayed Draw Term Facility are collectively referred to herein as the “Delayed Draw Term Facility Lenders”. Initial Term Facility Lenders and Delayed Draw Term Facility Lenders are collectively referred to herein as “Lenders” Loans, if any, under the Delayed Draw Term Facility (the “Delayed Draw Term Loans” and together with the Initial Term Loans, the “Term Loans”) will be available to the Borrower in U.S. dollars. The Initial Term Loans and, after the funding thereof, the Delayed Draw Term Loans, shall have the same terms and shall be treated as a single “fungible” class for all purposes; provided that the Credit Facility Documentation may be amended by the Borrower and the Administrative Agent as may be necessary or advisable in their reasonable opinion to have such facility fungible with other Term Loans.

Purpose:	The proceeds of borrowings under the Initial Term Facility will be used by the Borrower on the Closing Date, together with the Equity Contribution and cash on hand at the Target, to (i) fund the Acquisition, (ii) consummate the Refinancing and (iii) pay the Transaction Costs. The proceeds of borrowings under the Delayed Draw Term Facility will be used by the Borrower (A) to finance Permitted Acquisitions and similar investments (and such Delayed Draw Term Loans may be drawn prior to or substantially simultaneously with the consummation of such Permitted Acquisition or investment), and earnouts and (B) in each case, to pay related fees and expenses, including earnout obligations with respect to such acquisitions.
Availability:	The Initial Term Facility will be available in a single drawing on the Closing Date. The Delayed Draw Term Facility may be drawn in one or more drawings prior to the Delayed Draw Termination Date. Amounts borrowed under the Initial Term Facility and the Delayed Draw Term Facility that are repaid or prepaid may not be reborrowed.
Interest Rates and Fees:	As set forth on Annex I hereto.
Default Rate:	With respect to any overdue amount (including overdue principal and overdue interest), the applicable interest rate plus 2.00% per annum shall be payable on demand.

Final Maturity andAmortization:	The Term Facilities will mature on the fifth (5th) anniversary of the Closing Date (subject to extension with the consent of only the extending lender) and will amortize in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount of the Initial Term Facility (as increased by the original principal amount of any extension of credit under the Delayed Draw Term Facility and/or any Incremental Term Facility in the form of an increase to the Initial Term Facility from and after the first full fiscal quarter ending after the applicable date of drawing of the Delayed Draw Term Loans and/or loans under such Incremental Term Facility, as applicable (with appropriate adjustments as may be necessary to cause the Delayed Draw Term Loans and/or loans under such Incremental Term Facility, as applicable, to be treated as the same class as loans under the Initial Term Facility and to permit “fungibility” with the Initial Term Facility)) during each year of the Term Facilities (such payments subject to reduction as provided herein and in the Documentation Principles and such other reductions as the Borrower and the Lead Arranger may agree), with the balance of the original principal amount of the Term Facilities payable at maturity. Amortization will commence on the last business day of the first full fiscal quarter ending after the Closing Date.
Guarantees:	All obligations of the Borrower (the “Borrower Obligations”) under the Term Facilities will be unconditionally guaranteed jointly and severally on a senior secured basis (the “Guarantees”) by each existing and subsequently acquired or organized direct or indirect wholly-owned domestic restricted subsidiary of the Borrower (the “Guarantors” and, together with the Borrower, each a “Loan Party” and collectively, the “Loan Parties”), provided that Guarantors shall not include, (a) (i) any domestic subsidiary of a foreign subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the U.S. Internal Revenue Code (a “CFC”) or (ii) any domestic subsidiary that owns no material assets (directly or through one or more disregarded entities) other than capital stock or debt (including any debt instrument treated as equity for U.S. federal income tax purposes) of one or more foreign subsidiaries that are CFCs (a “Domestic Foreign Holding Company”), (b) unrestricted subsidiaries, (c) immaterial subsidiaries, (d) captive insurance companies, (e) not-for-profit subsidiaries, (f) special purpose entities and (g) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or at the time such restricted subsidiary is acquired (and not entered into in contemplation of such acquisition), as applicable, from guaranteeing the Term Facilities or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received.
	Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Borrower and the Administrative Agent reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

	Notwithstanding anything to the contrary, but subject to the Certain Funds Provision, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, to (i) perfect the above-described pledges, security interests and mortgages in the Collateral by any means other than by (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings in the applicable real estate records with respect to mortgaged properties constituting Collateral or any fixtures relating to such mortgaged properties, (B) filings in United States government offices with respect to intellectual property as expressly required in the Credit Facility Documentation, (C) mortgages in respect of fee-owned real property with a fair market value in excess of an amount to be agreed or (D) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of intercompany notes, stock certificates of the Borrower and its subsidiaries and instruments, in each case as expressly required in the Credit Facility Documentation or (ii) to take any action with respect to any assets located outside of the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).
	All the above-described pledges, security interests and mortgages shall be created on terms to be set forth in the Credit Facility Documentation, and none of the Collateral shall be subject to other pledges, security interests or mortgages (except permitted liens and other exceptions and baskets to be set forth in the Credit Facility Documentation).
Mandatory Prepayments:	Loans under the Term Facilities shall be prepaid with: (a) commencing with the fiscal year ending December 31, 2021, 50% of Excess Cash Flow (as defined in Exhibit D hereto) in excess of $2.5 million; provided that in any fiscal year, any voluntary prepayments (including those pursuant to debt buybacks made by Borrower or one of its restricted subsidiaries in an amount equal to the discounted amount actually paid in respect thereof) of loans under the Term Facilities or any revolving credit facility to the extent there is a corresponding permanent reduction in commitments thereunder (other than, in each case, prepayments funded with the proceeds of incurrences of indebtedness (other than revolving loans)) shall be credited against Excess Cash Flow prepayment obligations on a dollar-for-dollar basis prior to the making of such Excess Cash Flow prepayment; (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries (including insurance and condemnation proceeds and sale leaseback proceeds) subject to exceptions to be agreed (including in excess of thresholds per transaction and per fiscal year to be agreed) and subject to the right to reinvest 100% of such proceeds, if such proceeds are reinvested in the business (but excluding investments in cash and cash equivalents), including in permitted acquisitions or capital expenditures within 12 months, and other exceptions to be set forth in the Credit Facility Documentation;

Seller	Number of Escrow Shares
William Coulter
Mark Tkach

Dated:
			Name:

Dated:
					Name:

Investor		Warrants














Total

Representations and Warranties:	Subject to the Certain Funds Provision and limited to the following (to be applicable to the Borrower and its restricted subsidiaries and as qualified by disclosure schedules to be delivered by the Borrower containing information necessary to make such representations and warranties accurate and complete when made; provided that any such information on the disclosure schedule shall be reasonably acceptable to the Lead Arranger): organizational status and good standing; power and authority, due authorization, qualification, execution, delivery, binding effect and enforceability of the Credit Facility Documentation; with respect to the Credit Facility Documentation, no violation of, or conflict with, law, organizational documents and no violation of specified material debt agreements; compliance with law; anti-terrorism laws; PATRIOT Act; OFAC; FCPA; litigation; margin regulations; material governmental and third party approvals; Investment Company Act; accurate and complete disclosure; accuracy of historical and pro forma financial statements; no material adverse change (after the Closing Date); taxes; ERISA; labor matters; subsidiaries; intellectual property; environmental laws; use of proceeds; ownership of properties; creation and perfection of liens (subject to permitted liens) and other security interests; and consolidated solvency (defined in a manner consistent with Annex I to Exhibit C hereto) of the Borrower and its subsidiaries as of the Closing Date, subject, in the case of each of the foregoing representations and warranties, to customary qualifications and limitations for materiality to be provided in the Credit Facility Documentation consistent with the Documentation Principles.
Conditions to Initial Borrowing on the Closing Date:	The availability of the initial borrowing and other extensions of credit under the Term Facility on the Closing Date will be subject solely to the applicable conditions set forth in Exhibit C to the Commitment Letter.
Conditions to All Borrowings:	Except as set forth above under the section titled and “Delayed Draw Term Loan Facility” and “Incremental Term Facilities”, the making of each extension of credit under the Term Facilities (other than the Initial Term Facility) will be conditioned upon (a) the making and accuracy of representations and warranties in all material respects; provided that any such representation that is qualified as to “materiality” or “Material Adverse Effect” shall be accurate in all respects, (b) the absence of defaults and events of default under the Term Facilities at the time of, and immediately after giving effect to the making of such extension of credit and the use of proceeds thereof and (c) the delivery of a customary borrowing notice.

Asset Sales:	The Borrower or any restricted subsidiary will be permitted to make (i) dispositions of inventory, obsolete or worn out property and property no longer used or useful in the business and (ii) unlimited non-ordinary course asset sales, subject solely to the following terms and conditions: (A) such asset sales are for fair market value as reasonably determined by the Borrower or the applicable restricted subsidiary in good faith, (B) the consideration for any such sales in excess of an amount to be agreed is at least 75% cash consideration (including designated non-cash consideration up to an amount to be agreed), (C) the proceeds of such asset sales are subject to the terms set forth in the section entitled “Mandatory Prepayments” hereof and (D) no default or event of default is existing or would result therefrom (other than with respect to an asset sale made pursuant to a legally binding commitment entered into at a time when no event of default existed or would have resulted from such asset sale). The Borrower and its restricted subsidiaries will also be permitted to make (i) sales of obsolete, damaged, technologically outdated, worn out or surplus assets or assets no longer used or useful in the business (in each case determined by Borrower in good faith), (ii) asset swaps, (iii) dispositions of noncore assets acquired in connection with a Permitted Acquisition or other permitted investment, or made to obtain the approval of an anti-trust authority, (iv) intercompany transfers for fair value or otherwise subject to limitations on the value of transfers to non-Loan Parties to be mutually agreed, (v) sales of assets in the ordinary course of business and immaterial assets, in each case, consistent with the Documentation Principles and (vi) licensing arrangements.
General Restricted Payment Incurrence Test:	The Credit Facility Documentation shall permit the Borrower and its restricted subsidiaries to make unlimited restricted payments, and prepayments of Specified Indebtedness so long as at the time of making such restricted payment, or prepayment of Specified Indebtedness (a) no default or event of default shall have occurred and be continuing and (b) the Consolidated Total Leverage Ratio (as defined in Exhibit D hereto) of the Borrower on a pro forma basis shall be no greater than 2.00 to 1.00.
Permitted Acquisitions:	The Borrower or any restricted subsidiary will be permitted to make acquisitions (each, a “Permitted Acquisition”), subject solely to the following terms and conditions: (i) there is no event of default immediately before and immediately after giving pro forma effect to such acquisition, (ii) after giving effect thereto, the Borrower is in compliance with the permitted lines of business covenant, (iii) the Borrower is in compliance with the Financial Covenants (as defined below) as of the last day of the most recently ended fiscal quarter of the Borrower for which internal financial statements are available, calculated on a pro forma basis, giving pro forma effect to the consummation of such Permitted Acquisition (excluding the cash proceeds to the Borrower of any Delayed Draw Term Loans) and (iv) solely to the extent required by, and subject to the limitations set forth in, “Guarantees” and “Security” above, the acquired company and its subsidiaries will become Guarantors and pledge their Collateral to the Administrative Agent.

Financial Maintenance Covenants:	The Borrower shall comply on a quarterly basis with (i) a maximum Consolidated Total Net Leverage Ratio (as defined in Exhibit D hereto) of 4.25 to 1.00 and (ii) a maximum Consolidated Senior Secured Net Leverage Ratio (as defined in Exhibit D hereto) of 3.75 to 1.00, in each case, commencing with the first full fiscal quarter following the Closing Date (collectively, the “Financial Covenants”).
Minimum Liquidity Covenant	The Borrower shall maintain minimum cash liquidity of $25 million with respect to the Borrower and its restricted subsidiaries, on a consolidated basis, beginning on the last day of each fiscal quarter, commencing with the first full fiscal quarter following the Closing Date (the “Minimum Liquidity Covenant”).
Unrestricted Subsidiaries:	The Credit Facility Documentation will contain provisions pursuant to which, subject to limitations on loans, advances and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary, subject solely to the following terms and conditions: (a) after giving effect to any such designation or re-designation (including after the reclassification of debt of or liens on assets of the applicable subsidiary), no event of default shall be continuing and (b) in the case of the designation of a subsidiary as an unrestricted subsidiary, (i) the subsidiary to be so designated does not (directly, or indirectly through its subsidiaries) own any equity interests or indebtedness of, or own or hold any lien on any property of, the Borrower or any of its restricted subsidiaries and (ii) such subsidiary has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any restricted subsidiary. Unrestricted subsidiaries will not be subject to the representation and warranties, affirmative or negative covenant or event of default provisions of the Credit Facility Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining Consolidated EBITDA. The designation of any restricted subsidiary as an unrestricted subsidiary shall constitute an investment therein at the date of designation in an amount equal to the fair market value thereof. The designation of any unrestricted subsidiary as a restricted subsidiary shall constitute the incurrence at the time of designation of any indebtedness or liens of such subsidiary existing at such time. As of the Closing Date, the Borrower shall not be permitted to have any Unrestricted Subsidiaries.

Events of Default:	Limited to the following (except as otherwise expressly indicated, to be applicable to the Borrower and its restricted subsidiaries only): nonpayment of principal when due; nonpayment of interest or other amounts after a customary five business day grace period; violation of affirmative covenants with after a thirty day grace period (except for notices of default and preservation of existence of the Borrower, which shall have no grace period) and violation of negative covenants; incorrectness of representations and warranties in any material respect when made; cross-payment default to, and cross-acceleration to, other indebtedness in excess of $5 million; bankruptcy or other insolvency events of the Borrower or its material subsidiaries (with a customary grace period for involuntary events); unsatisfied monetary judgments in excess of $5 million; ERISA events resulting in a material adverse effect; actual or asserted in writing invalidity of material guarantees or security documents or any material security interest purported to be created thereunder; and Change of Control (which shall not mature into an event of default until after a thirty day grace period to the extent not otherwise cured during such thirty day period) (as defined in Exhibit D).
Voting:	Amendments and waivers of the Credit Facility Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and, without duplication, commitments under the Term Facilities (the “Required Lenders”); provided, however, that the Required Lenders shall at all times include Oaktree and its affiliates (to the extent that Oaktree and its affiliates are Lenders under the Credit Facility Documentation at such time), except that (i) the consent of each Lender directly and adversely affected thereby shall be required with respect to only the following: (A) increases in the commitment of such Lender, (B) reductions or forgiveness of principal, interest, fees, or (if any) prepayment premiums, (C) changes in the “waterfall” or subordination provisions relating to the Term Facilities and (D) extensions of scheduled amortization payments, final maturity, interest, fees, or prepayment premiums, (ii) the consent of 100% of the Lenders will be required with respect to only the following: (A) modifications to any of the voting percentages, (B) releases of all or substantially all of the value of the Guarantors or releases of all or substantially all of the Collateral and (C) modifications to the pro rata sharing and payment provisions (other than any amendments that establish Term Loans and/or Incremental Term Facilities and other than in connection with loan buy-backs permitted pursuant to the terms hereof), (iii) customary protections for the Administrative Agent will be provided and (iv) any amendment or waiver that by its terms affects the rights or duties of Lenders holding loans or commitments of a particular class (but not the Lenders holding loans or commitments of any other class) will require only the requisite percentage in interest of the affected class of Lenders that would be required to consent thereto if such class of Lenders were the only class of Lenders.
	The Credit Facility Documentation shall contain customary provisions for replacing (i) non-consenting Lenders in connection with amendments and waivers requiring the consent of all relevant Lenders, or of all relevant Lenders directly affected thereby (and for replacing any lender that constitutes a non-extending lender in connection with an extension of the maturity date of the Term Facilities as permitted under the section titled “Final Maturity and Amortization” hereof), so long as Lenders under the relevant Term Facility holding more than 50% of the aggregate amount of the loans and commitments thereunder shall have consented thereto, (ii) Lenders requesting compensation for increased costs or loss of yield and (iii) Lenders that are Specified Competitors.

Cost and Yield Protection:	The Credit Facility Documentation will include customary tax gross-up, cost and yield protection provisions. The obligation of the Borrower and the Guarantors to gross up for and/or to indemnify Lenders for taxes imposed on payments will be subject to customary exceptions, including the requirement to provide applicable tax related documentation, and will include customary mitigation provisions. Protection for increased costs imposed as a result of rules enacted or promulgated under the Dodd-Frank Act or Basel III shall be included in the Credit Facility Documentation (but solely for such costs that would have been included if they had been otherwise imposed under the applicable increased cost provisions and only to the extent the applicable Lender is imposing such charges on other similarly situated borrowers under comparable syndicated Term Facilities).
Assignments and Participations:	After the Closing Date, the Lenders will be permitted to assign loans and/or commitments under the Term Facilities with the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that (A) no assignment may be made to a natural person, a Specified Competitor or, except as permitted below, an Affiliated Lender, (B) no consent of the Administrative Agent shall be required with respect to assignment of any Term Loans if such assignment is an assignment to another Lender, an affiliate of a Lender or an approved fund and (C) Oaktree and its Affiliates shall only be permitted to assign up to $200 million of the loans and/or commitments under the Term Facilities to an entity that is not Oaktree or an Affiliate of Oaktree prior to the twelve (12) month anniversary of the Closing Date without the consent of the Borrower. Each assignment (other than to another Lender, an affiliate of a Lender or an approved fund) will be in an amount of an integral multiple of $1.0 million (or lesser amounts, if agreed between the Borrower and the Administrative Agent) or, if less, all of such Lender’s remaining loans and commitments of the applicable class. Assignments will be by novation and will not be required to be pro rata. The Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (unless waived by such Administrative Agent).
	The Lenders will be permitted to sell participations in loans and commitments (other than, so long as the identity of the Specified Competitors is posted to the Lenders, to Specified Competitors) without restriction in accordance with applicable law and subject to limitations consistent with the Documentation Principles. Voting rights of participants shall be limited to matters set forth under “Voting” above with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Specified Competitors. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Specified Competitor or (y) have any liability with respect to or arising out of any assignment or participation of loans and commitments under the Term Facilities, or disclosure of confidential information, to any Specified Competitor.

Expenses and Indemnification:	The Borrower shall pay all reasonable and documented or invoiced out-of-pocket costs and expenses of the Administrative Agent and the Commitment Party (without duplication) associated with the syndication of the Term Facilities and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Credit Facility Documentation (including the reasonable fees, disbursements and other charges of counsel identified herein or otherwise retained (except in the context of enforcement) with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)). The Borrower will indemnify the Administrative Agent, the Commitment Party, the Lenders and their affiliates, and the directors, officers, employees, counsel, agents, advisors and other representatives or successors and assigns of the foregoing, and hold them harmless from and against any and all losses, liabilities, damages, claims and reasonable and documented or invoiced out-of-pocket fees and expenses (including reasonable fees, disbursements and other charges of one counsel for all indemnified parties and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all indemnified parties (and, in the case of an actual or perceived conflict of interest, where the indemnified person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person)) of any such indemnified person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such indemnified person is a party thereto and whether or not such proceedings are brought by the Borrower, its equity holders, its affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby; provided that no indemnified person will be indemnified for any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such person or any of its controlled affiliates or any of the officers, directors, employees, agents, advisors, or other representatives of any of the foregoing, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (ii) a material breach of the Credit Facility Documentation by any such person or one of its affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (iii) disputes between and among indemnified persons to the extent such disputes do not arise from any act or omission of the Borrower or any of its affiliates (other than claims against an indemnified person acting in its capacity as an agent or arranger or similar role under the Term Facilities unless such claims arise from the gross negligence, bad faith or willful misconduct of such indemnified person (as determined by a court of competent jurisdiction in a final and non-appealable judgment)).
Governing Law and Forum:	New York.
EU Bail-In Provisions:	Customary Loan Syndications & Trading Association EU Bail-In provisions shall be included in the Credit Facility Documentation (which shall include a provision specifying that in the event any Lender (or a direct or indirect parent company thereof) becomes subject to a “Bail-in Action”, such Lender shall be deemed to be a defaulting lender for all purposes under the Credit Facility Documentation).
Counsel to the Administrative Agent, the Lead Arranger and the Bookrunner:	Akin Gump Strauss Hauer & Feld LLP.

Interest Rates:	The interest rates under the Term Facilities will be, at the option of the Borrower, (a) Adjusted LIBOR plus 8.25%, of which (i) Adjusted LIBOR plus 7.25% shall be paid in cash and (ii) 1.00% shall be payable in kind or (b) ABR plus 7.25%, of which (i) ABR plus 6.25% shall be paid in cash and (ii) 1.00% shall be payable in kind.
	The Borrower may elect interest periods of 1, 2, 3 or 6 months for Adjusted LIBOR borrowings.
	Calculation of interest shall be on the basis of the actual days elapsed in a year of (i) 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable (i) in the case of Adjusted LIBOR loans, at the end of each interest period and, in any event, at least every 3 months and (ii) in the case of ABR loans, quarterly in arrears.
	“ABR” is the Alternate Base Rate, which is the highest of the rate published by The Wall Street Journal (or any successor publication) from time to time as the “U.S. prime lending rate”, the Federal Funds Effective Rate plus 1/2 of 1.00%, and one-month Adjusted LIBOR plus 1.00%, subject to a floor of 2.00% for the Term Facilities.
	“Adjusted LIBOR” is the London interbank offered rate for dollars, adjusted for customary Eurodollar reserve requirements, if any, and shall be subject to a floor of 1.00% for the Term Facilities.

App. No.	Pat. No.	Title	Owner
14/614160	10165424	Near Field Communication (NFC) Vehicle Identification System and Process	Nextgen Pro, LLC

	RUMBLEON, INC. By: /s/ Marshall Chesrown Name: Marshall Chesrown Title: Chief Executive Officer

INDIVIDUAL HOLDER If you are an individual, print your name and sign below	ENTITY HOLDER If you are signing on behalf of an entity, please print the name of the entity, sign below, and indicate your name and title
William Coulter_______________________ Name of Individual (Please print)	Name of Entity (Please print)
/s/ William Coulter____________________ Signature ____________________	By: Name: Title:

INDIVIDUAL HOLDER If you are an individual, print your name and sign below	ENTITY HOLDER If you are signing on behalf of an entity, please print the name of the entity, sign below, and indicate your name and title
Mark Tkach_________________________ Name of Individual (Please print)	Name of Entity (Please print)
/s/ Mark Tkach______________________ Signature ____________________	By: Name: Title: