Form of Rights Certificate

Exhibit 4.1

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED NOVEMBER 26, 2024 AND THE ACCOMPANYING BASE PROSPECTUS AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV OR UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, THE SUBSCRIPTION AND INFORMATION AGENT, BY CALLING ###-###-####.

RUMBLEON, INC.

NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing Non-Transferable Subscription Rights to
Purchase Shares of Class B common stock of RumbleOn, Inc.
Subscription Price: $4.18 per Whole Share of Class B common stock

THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED BY 5:00 P.M.,
EASTERN TIME, ON DECEMBER 12, 2024,
UNLESS EXTENDED BY THE COMPANY

REGISTERED OWNER:

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Subscription Rights”) set forth above, which Subscription Rights entitle the holder to subscribe for and purchase shares of Class B common stock, par value $0.001 per share (“Class B common stock”), of RumbleOn, Inc., a Nevada corporation (the “Company”), on the terms and subject to the conditions set forth in the Company’s prospectus supplement dated November 26, 2024 and the accompanying base prospectus (as amended from time to time, together, the “Prospectus”), which is incorporated herein by reference. The Subscription Rights may be exercised at any time during the subscription period, which commences on November 26, 2024 and ends at 5:00 p.m., Eastern Time, on December 12, 2024 (the “Expiration Time”), unless extended by the Company.

In connection with the rights offering described in the Prospectus (the “Rights Offering”), the Company is distributing one Subscription Right for every share of the Company’s Class A common stock, par value $0.001 per share (“Class A common stock”), or Class B common stock held as of the close of business on November 25, 2024 (the “Record Date”). Each Subscription Right entitles the holder to purchase 0.0677 shares of Class B common stock.

The subscription price is $4.18 per whole share of Class B common stock (the “Subscription Price”), payable in cash.

Holders will not be entitled to exercise an over-subscription privilege to purchase additional shares of Class B common stock that may remain unsubscribed as a result of any unexercised Subscription Rights.

No fractional shares of Class B common stock will be issued upon the exercise of any Subscription Rights. Accordingly, as each Subscription Right represents the right to purchase 0.0677 shares of Class B common stock, an Eligible Stockholder must hold at least 15 shares of Class A common stock or Class B common stock to receive sufficient Subscription Rights to purchase at least one share of Class B common stock in the Rights Offering. If, pursuant to an exercise of Subscription Rights, the number of shares of Class B common stock a holder would be entitled to receive would result in receipt of a fractional share, the aggregate number of shares of Class B common stock the holder is entitled to purchase will be rounded down to the nearest whole number. The Subscription Price must be paid for each whole share of Class B common stock that is purchased.

Please review the “Instructions as to Use of RumbleOn, Inc. Non-Transferable Subscription Rights Certificates” accompanying this Non-Transferable Subscription Rights Certificate, which are acknowledged by the registered owner below.

SAMPLE CALCULATION OF SUBSCRIPTION RIGHT
FOR A HOLDER WHO OWNS 100 SHARES OF
CLASS A COMMON STOCK OR CLASS B COMMON STOCK

Number of shares of Class A common stock or Class B common stock held
on the Record Date: 100 x 1 = 100 Subscription Rights
(1 Subscription Right for every share of Class A common stock
or Class B common stock held as of the Record Date)

Number of shares of Class B common stock issuable
upon full exercise of Subscription Rights:
100 Subscription Rights × 0.0677 = 6.77 shares of Class B common stock
Rounded down to the nearest whole share = 6 whole shares of Class B common stock

Aggregate Subscription Price: 6 shares of Class B common stock × $4.18 = $25.08

METHOD OF EXERCISE OF RIGHTS

To exercise your Subscription Rights as a holder of record, whether you hold certificates evidencing shares of Class A common stock or Class B common stock directly or you hold such shares in book-entry form with the Company’s transfer agent (Broadridge Corporate Issuer Solutions, LLC), you must deliver to Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”) and the Subscription Agent must receive, in the manner specified herein, by the Expiration Time, (a) a properly completed and duly executed Subscription Rights Certificate, together with any required signature guarantees and (b) a wire transfer of immediately available funds, U.S. Postal money order, certified check, bank draft, cashier’s check, or uncertified personal check drawn upon a U.S. bank, payable to “Broadridge Corporate Issuer Solutions, LLC” for an amount equal to the aggregate number of shares of Class B common stock subscribed for pursuant to exercise of your Subscription Rights multiplied by the Subscription Price per whole share of Class B common stock. Payment must be made in U.S. dollars.

The method of delivery of this Subscription Rights Certificate and the payment of the aggregate Subscription Price are at the election and risk of the holder, but if sent by mail it is recommended that the Subscription Rights Certificate and payment be sent by registered mail, postage prepaid, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent and clearance of payment prior to the Expiration Time.

Share certificates will not be issued for shares of Class B common stock sold in the Rights Offering. Stockholders who are record owners will have the shares they acquire credited in book-entry form to their account with Broadridge Corporate Issuer Solutions, LLC, as transfer agent. Stockholders whose shares are held of record by Cede & Co. (“Cede”) or by any other depository or nominee on their behalf or their broker-dealers’ behalf will have any shares that they acquire credited in book-entry form to the account of Cede or the other depository or nominee holder. The Company expects to deliver the shares of Class B common stock purchased in the Rights Offering on or about December 17, 2024.

Once you have exercised your Subscription Rights by submitting this Subscription Rights Certificate together with payment of the aggregate Subscription Price, you are not allowed to revoke, cancel or change the exercise of your Subscription Rights or request a refund of monies paid. All exercises of Subscription Rights are irrevocable, even if you subsequently learn information about the Company that you consider to be unfavorable, the Company’s stock price declines, or you otherwise change your investment decision.

FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS SUPPLEMENT DATED NOVEMBER 26. 2024 AND THE ACCOMPANYING BASE PROSPECTUS, WHICH TERMS AND CONDITIONS ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUS ARE AVAILABLE ON THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV OR UPON REQUEST FROM THE INFORMATION AGENT, BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC, BY CALLING (TOLL-FREE) AT ###-###-#### OR BY E-MAIL AT ***@***.

EXERCISE OF RIGHTS

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

To subscribe for shares of Class B common stock pursuant to your Subscription Rights, please complete sections (a) and (b) and sign in part (c). If you do not indicate the number of whole shares of Class B common stock you are subscribing for, or if you do not submit the aggregate Subscription Price for the number of whole shares of Class B common stock that you indicate you are subscribing for, the Subscription Agent will have the right to reject your subscription or accept it only to the extent of the payment received. Any excess subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable.

(a) EXERCISE OF RIGHTS:

The maximum number of shares of Class B common stock available for purchase in the Rights Offering pursuant to the exercise of a holder’s Subscription Rights is equal to the number of shares of Class B common stock owned by such holder as of the Record Date multiplied by 0.0677, rounded down to the nearest whole share.

(b) PAYMENT:

METHOD OF PAYMENT (CHECK ONE)

(c) SIGNATURE(S):

TO SUBSCRIBE: I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of whole shares of Class B common stock indicated above on the terms and conditions specified in the Prospectus. I hereby agree that if I fail to pay for the shares of Class B common stock for which I have subscribed, RumbleOn, Inc. may exercise its legal remedies against me. By signing below, I confirm that I am an “Eligible Stockholder” as defined in the Prospectus.

This form must be signed by the registered holder(s) exactly as their name(s) appear(s) on the certificate(s) or book entry(ies) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, you must indicate the capacity in which you are signing when you sign and, if requested by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence of your authority to sign in that capacity. If this form is signed by a person other than the registered owner (e.g., where the shares have been assigned), this form must be accompanied by a stock power evidencing the transfer to you of the shares in respect of which the Subscription Rights were distributed guaranteed by a bank, broker or other financial institution that is a member of a Securities Transfer Association-approved medallion program such as STAMP, SEMP, or MSP.

Please complete all applicable information and return to

DELIVERY OF THIS SUBSCRIPTION RIGHTS CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY OR VALID EXERCISE OF SUBSCRIPTION RIGHTS.

Important Information

This Subscription Rights Certificate and any claim, controversy or dispute arising under or related to this Subscription Rights Certificate shall be governed by and construed in accordance with the laws of the State of New York.

The offering of the Class B common stock pursuant to the Rights Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-281862) on file with the Securities and Exchange Commission, including the Prospectus.