Second Amendment to Plan of Merger and Equity Purchase Agreement, dated July 20, 2021

 

This Second Amendment to Plan of Merger and Equity Purchase Agreement (this “Amendment”), dated July 20, 2021, is entered into by and among RumbleOn, Inc., a Nevada corporation (the “Purchaser”), RO Merger Sub I, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub I”), RO Merger Sub II, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub II”), RO Merger Sub III, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub III”), RO Merger Sub IV, Inc., an Arizona corporation and wholly owned subsidiary of Purchaser (“Merger Sub IV”), RO Merger Sub V, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub V” and together with Merger Sub I, Merger Sub II, and Merger Sub III, and Merger Sub IV, the “Merger Subs”), C&W Motors, Inc., an Arizona corporation, CMG Powersports, Inc., a Delaware corporation (“CMG Powersports”), Metro Motorcycle, Inc., an Arizona corporation, Tucson Motorcycles, Inc., an Arizona corporation, and Tucson Motorsports, Inc., an Arizona corporation, William Coulter, an individual (“Coulter”), Mark Tkach, an individual (“Tkach” and together with Coulter, the “Principal Owners”), and each other Person who owns an Equity Interest (as defined below) in any Transferred Entity (as defined below) and executes a Seller Joinder (as defined below) (together with the Principal Owners, the “Sellers” and each, a “Seller”), and Mark Tkach, as the representative of the Sellers (the “Sellers’ Representative”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Purchase Agreement (as defined below).

 

WHEREAS, Purchaser, the Merger Subs, the Principal Owners, Sellers’ Representative, and the other parties signatory thereto entered into that certain Plan of Merger and Equity Purchase Agreement, dated as of March 12, 2021, and that certain Joinder and First Amendment to Plan of Merger and Equity Purchase Agreement, dated as of June 17, 2021 (collectively, as amended, the “Purchase Agreement”); and

 

WHEREAS, the Parties hereto wish to further amend the Purchase Agreement to (a) modify the terms under which either the Purchaser or Sellers’ Representative may terminate the Purchase Agreement by extending the Outside Closing Date provided in Section 12.1(b)(i) of the Purchase Agreement and (b) update Schedule 8.10 thereto to reflect additional restricted stock units to be issued at or prior to the Closing.

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date and year first set forth above.