Exhibit 10.1


 


REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


 


THIS REGISTRATION RIGHTS
AND LOCK-UP AGREEMENT (this “Agreement”), dated as of November 8, 2021, is made and entered into by and among (i)
RumbleOn, Inc., a Nevada corporation (the “Company”), (ii) each of the Persons listed on Schedule A attached
hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to
time on the Schedule of Holders who, at any time, own securities of the Company and enter into a joinder to this Agreement agreeing to
be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii), a “Holder” and, collectively,
the “Holders”).


 


RECITALS


 


WHEREAS, the Company,
as the purchaser, has entered into a Membership Interest Purchase Agreement, dated November 8, 2021 (the “Membership Interest
Purchase Agreement”), by and among the Company, TPEG Freedom Powersports Investors LLC, a Texas limited liability company
("FPI"), Kevin Lackey ("Lackey"), Sanjay Chandra ("Chandra" and collectively with FPI and Lackey, the "Sellers"
and each, a "Seller"), and Trinity Private Equity Group, LLC, as the representative of the Sellers (the "Sellers' Representative"),
setting forth the terms of an acquisition (“Acquisition”); and


 


WHEREAS, in connection
with the Membership Interest Purchase Agreement, the Sellers shall receive shares of Common Stock, pursuant to the terms of the Membership
Interest Purchase Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1. Resale
Shelf Registration Rights.


 


(a) Registration Statement
Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the Commission,
no later than thirty (30) days following the closing of the Acquisition (the “Filing Deadline”), a Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by
the holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration Statement”). The
Resale Shelf Registration Statement shall be on Form S-3 (“Form S-3”) or such other appropriate form permitting Registration
of such Registrable Securities for resale by such Holders. The Company shall use commercially reasonable efforts to cause the Resale Shelf
Registration Statement to be declared effective as soon as possible after filing, but in no event later than the earlier of (i) sixty
(60) days following the Filing Deadline or (ii) ten (10) Business Days after the Commission notifies the Company that it will not review
the Resale Shelf Registration Statement, if applicable (the “Effectiveness Deadline”); provided, that the Effectiveness
Deadline shall be extended by no more than ninety (90) days after the Filing Deadline if the Registration Statement is reviewed by, and
receives comments from, the Commission. Once the Resale Shelf Registration Statement is effective (the “Effective Date”),
the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective and shall
cause the Resale Shelf Registration Statement to be supplemented and amended to the extent necessary to ensure that such Registration
Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all
times until the later of (i) the two year anniversary of the Effective Date or (ii) such date that the Holders may sell all of the Registrable
Securities owned by such Holder pursuant to Rule 144 of the Securities Act without any restrictions as to volume or manner of sale or
otherwise (the “Effectiveness Period”). The Resale Shelf Registration Statement shall contain a Prospectus in such
form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar
provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject
to lock-up restrictions provided in this Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method
or combination of methods legally available to, and requested by, the Holders.


  


(b) Notification and
Distribution of Materials. The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement
as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective,
and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments,
supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements)
and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably
request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.


 






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(c) Amendments and Supplements.
Subject to the provisions of Section 1(a) above, the Company shall promptly prepare and file with the Commission from time to time
such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary
to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all the Registrable Securities during the Effectiveness Period. If any Resale Shelf Registration Statement filed pursuant
to Section 1(a) is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company
shall promptly notify the Holders of such ineligibility and shall file a shelf registration on Form S-1 or other appropriate form as promptly
as practicable to replace the shelf registration statement on Form S-3 and use its commercially reasonable efforts to have such replacement
Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration
Statement to remain effective, and shall cause the Resale Shelf Registration Statement to be supplemented and amended to the extent necessary
to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement
is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to
be Registrable Securities; provided, however, that at any time the Company once again becomes eligible to use Form S-3, the Company
shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration
Statement, such that the Resale Shelf Registration Statement is once again on Form S-3.


 


(d) Notwithstanding the
registration obligations set forth in this Section 1, in the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly (i) inform each of the Holders thereof and shall file amendments to the Resale Shelf Registration
Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement
(a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such registration
statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, the Company shall advocate with the Commission for the registration
of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests
of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone
Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number
of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable
Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to
be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held
by the Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable
Securities held by such Holders. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement,
as the case may be, under clauses (i) or (ii) above, the Company shall file with the Commission, as promptly as allowed by Commission
or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or
such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf
Registration Statement, as amended, or the New Registration Statement.


 


 2. Reserved.


 


3. Piggyback
Registrations.


 


(a) Right to Piggyback.
If, at any time on or after the date the Company consummates the Acquisition, Form S-3 is not available to the Company for the Resale
Shelf Registration Statement and the Company proposes to register any of its securities under the Securities Act (other than (i) pursuant
to the Resale Shelf Registration Statement, (ii) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or
any successor forms, (iii) a registration relating solely to employment benefit plans, (iv) in connection with a registration the primary
purpose of which is to register debt securities, or (v) a registration on any form that does not include substantially the same information
as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form
to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall
give prompt written notice to all holders of Registrable Securities of its intention to effect such a Piggyback Registration and, subject
to the terms of Sections 3(c) and 3(d) hereof, shall include in such Piggyback Registration (and in all related
registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting)
all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days
after the delivery of the Company’s notice; provided that any such other holder may withdraw its request for inclusion at any time
prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective.


 






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(b) Piggyback Expenses.
The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations, whether
or not any such registration became effective.


 


(c) Priority on Primary
Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters
advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the
number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing
or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company proposes
to sell, (ii) second, the registrable securities as defined in the Registration Rights and Lock-Up Agreement, dated March 12, 2021 by
and among the Company and the persons set forth on Schedule A thereto (the "RideNow Agreement"), requested to be included in
such registration by such holders (the "RideNow Holders"), which, in the opinion of such underwriters, can be sold, without
any such adverse effect (pro rata among the RideNow Holders of such registrable securities on the basis of the number of registrable securities
owned by each such RideNow Holder), (iii) third, the Registrable Securities requested to be included in such registration by the Holders
which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the holders of such Registrable
Securities on the basis of the number of Registrable Securities owned by each such holder), and (iv) fourth, other securities requested
to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.


 


(d) Priority on Secondary
Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities
other than holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number
of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without
adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include
in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration,
(ii) second, the registrable securities as defined in the RideNow Agreement requested to be included in such registration by the RideNow
Holders, which, in the opinion of such underwriters, can be sold, without any such adverse effect (pro rata among the RideNow Holders
of such registrable securities on the basis of the number of registrable securities owned by each such RideNow Holder), (iii) third, the
Registrable Securities requested to be included in such registration by the Holders which, in the opinion of such underwriters, can be
sold, without any such adverse effect (pro rata among the holders of such Registrable Securities on the basis of the number of Registrable
Securities owned by each such holder), and (iv) fourth, other securities requested to be included in such registration which, in the opinion
of such underwriters, can be sold, without any such adverse effect.


 


(e) Other Registrations.
If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to this Section 3,
and if such previous registration has not been withdrawn or abandoned, then the Company shall not be required to file or cause to be effected
any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities
under the Securities Act (except on Form S-8 or any successor form) at the request of any holder or holders of such securities until a
period of at least 90 days has elapsed from the effective date of such previous registration.


 


(f) Right to Terminate
Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section
3 whether or not any holder of Registrable Securities has elected to include securities in such registration. The Registration
Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 7.


 






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4. Agreements
of Holders.


 


(a) If required by the
Applicable Approving Party or the managing underwriter, in connection with any underwritten Public Offering on or after the date hereof,
each holder of 1% or more of the outstanding Registrable Securities shall enter into lock-up agreements with the managing underwriter(s)
of such underwritten Public Offering in such form as agreed to by the Applicable Approving Party; provided that the applicable
lock-up period shall not exceed 90 days.


 


(b) The holders of Registrable
Securities shall use commercially reasonable efforts to provide such information as may reasonably be requested by the Company, or the
managing underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the Registration Statement, including amendments and supplements thereto, in order to effect the Registration of any
Registrable Securities under the Securities Act pursuant to Section 3 and in connection with the Company’s obligation to comply
with federal and applicable state securities laws.


 


5. Registration
Procedures. In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the
holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as reasonably possible:


 


(a) prepare in accordance
with the Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission a registration statement,
and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with
respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective
(provided that at least five (5) Business Days before filing a registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to counsel selected by the Applicable Approving Party copies of all such documents proposed to be filed, which
documents shall be subject to the review and comment of such counsel); 


 


(b) notify each holder
of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any registration statement
or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder;


 


(c) prepare and file with
the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement
have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement
(but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement
relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required
by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance
with the intended methods of disposition by the sellers thereof set forth in such registration statement;


 


(d) furnish to each seller
of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary prospectus), each Free-Writing Prospectus and such other
documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;


 


(e) during any period in
which a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission,
including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;


 






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(f) use its commercially
reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as the lead underwriter or the Applicable Approving Party reasonably requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 4(f), (ii) consent to general service of process in any such jurisdiction,
or (iii) subject itself to taxation in any such jurisdiction);


 


(g) promptly notify in
writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such registration statement
and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration
statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any
exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing
of such registration statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not
misleading, and, at the request of any such seller, the Company promptly shall prepare, file with the Commission and furnish to each such
seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary
to make the statements therein not misleading; 


 


(h) cause all such Registrable
Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed,
to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market makers
to register as such with respect to such Registrable Securities with FINRA;


 


(i) provide a transfer
agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;


 


(j) enter into and perform
such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Applicable Approving
Party or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities
(including, without limitation, effecting a stock split or a combination of shares and preparing for and participating in such number
of “road shows”, investor presentations and marketing events as the underwriters managing such offering may reasonably request);


 


(k) make available for
inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement
and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate
and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, managers, directors, employees, agents, representatives and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration
statement;


  


(l) take all reasonable
actions to ensure that any Free-Writing Prospectus utilized in connection with any Piggyback Registration hereunder complies in all material
respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance
with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading;


 


(m) otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the Commission;


 


(n) permit any holder of
Registrable Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to
be an underwriter or a controlling Person of the Company to participate in the preparation of such registration or comparable statement
and to require the insertion therein of material furnished to the Company in writing, which in the reasonable judgment of such holder
and its counsel should be included;


 


(o) in the event of the
issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use
of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any
jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; 


 






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(p) use its commercially
reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable
Securities;


 


(q) cooperate with the
holders of Registrable Securities covered by the Registration Statement and the managing underwriter or agent, if any, to facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the Registration
Statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if
any, or such holders may request;


 


(r) cooperate with each
holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition
of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;


 


(s) if such Registration
includes an underwritten Public Offering, use its commercially reasonable efforts to obtain a cold comfort letter from the Company’s
independent public accountants and addressed to the underwriters, in customary form and covering such matters of the type customarily
covered by cold comfort letters as the underwriters in such Registration reasonably request;


 


(t) provide a legal opinion
of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such Registration includes an
underwritten Public Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement,
each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion
shall be addressed to the underwriters;


 


(u) if the Company files
an automatic shelf registration statement covering any Registrable Securities, use its commercially reasonable efforts to remain a WKSI
(and not become an ineligible issuer (as defined in Rule 405)) during the period during which such automatic shelf registration Statement
is required to remain effective;


 


(v) if the Company does
not pay the filing fee covering the Registrable Securities at the time an automatic shelf registration Statement is filed, pay such fee
at such time or times as the Registrable Securities are to be sold; and


 


(w) if an automatic shelf
registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new automatic shelf registration
Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company
determines that it is not a WKSI, use its commercially reasonable efforts to refile the registration statement on Form S-3 and keep such
registration statement effective (including by filing a new Resale Shelf Registration or Shelf Registration, if necessary) during the
period throughout which such registration statement is required to be kept effective. 


 


6. Termination
of Rights. Notwithstanding anything contained herein to the contrary, the right of any Holder to include Registrable Securities in
any Piggyback Registration shall terminate on the later of the (i) two year anniversary of the Effective Date or (ii) on such date that
such Holder may sell all of the Registrable Securities owned by such Holder pursuant to Rule 144 of the Securities Act without any restrictions
as to volume or manner of sale or otherwise.


 






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7. Registration
Expenses.


 


(a) All expenses incident
to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification
and filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange rules and filings, printing
expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company
and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained
by the Company (all such expenses being herein called “Registration Expenses”), shall be borne by the Company as provided
in this Agreement and, for the avoidance of doubt, the Company also shall pay all of its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly
review, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities
issued by the Company are then listed. Each Person that sells securities pursuant to a Piggyback Registration hereunder shall bear and
pay all underwriting discounts and commissions and transfer taxes applicable to the securities sold for such Person’s account.


  


(b) The Company shall reimburse
the holders of Registrable Securities included in such registration for the reasonable fees and disbursements, not to exceed $15,000 with
respect to any such Registration, of one counsel and one local counsel (if necessary) chosen by the Applicable Approving Party for purpose
of rendering a legal opinion on behalf of such holders in connection with any Piggyback Registration.


 


(c)  To the extent Registration
Expenses are not required to be paid by the Company, each holder


of securities included in any registration hereunder
shall pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration
Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling
price of the securities to be so registered.


 


8. Indemnification.


 


(a) The Company agrees
to (i) indemnify and hold harmless, to the fullest extent permitted by law, each Holder and their respective officers, directors, members,
partners, agents, affiliates and employees and each Person who controls such Holder (within the meaning of the Securities Act or the Exchange
Act) against all losses, claims, actions, damages, liabilities and expenses caused by (A) any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or (B) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or
any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and (ii) pay to each Holder and their respective officers, directors,
members, partners, agents, affiliates and employees and each Person who controls such Holder (within the meaning of the Securities Act
or the Exchange Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, except insofar as the same are caused by or contained in any information
furnished in writing to the Company or any managing underwriter by such Holder expressly for use therein; provided, however, that
the indemnity agreement contained in this Section 8 shall not apply to amounts paid in settlement of any such claim, loss, damage,
liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld,
conditioned or delayed), nor shall the Company be liable in any such case for any such claim, loss, damage, liability or action to the
extent that it solely arises out of or is based upon an untrue statement of any material fact contained in the registration statement
or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the registration
statement, in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such
registration statement. In connection with an underwritten offering, the Company shall indemnify any underwriters or deemed underwriters,
their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange
Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. 


 


(b) In connection with
any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company
in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus
and, to the extent permitted by law, shall indemnify the Company, its officers, directors, employees, agents and representatives and each
Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information so furnished in writing by such holder; provided that the obligation to indemnify shall be individual, not joint and
several, for each holder and shall be limited to the net amount of proceeds actually received by such holder from the sale of Registrable
Securities pursuant to such registration statement.


 






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(c) Any Person entitled
to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder
to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such
consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (as well as one local counsel) for
all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority
of the Registrable Securities included in the registration, at the expense of the indemnifying party. No indemnifying party, in the defense
of such claim or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or enter into
any settlement which 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.


 


(d) Each party hereto agrees
that, if for any reason the indemnification provisions contemplated by Sections 8(a) or Section 8(b) are unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in
respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party
in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, relates to information supplied by such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just or equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation
(even if the holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this Section 8(d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating
or, except as provided in Section 8(c), defending any such action or claim. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The sellers’ obligations in this Section 8(d) to contribute shall be several in proportion
to the amount of securities registered by them and not joint and shall be limited to an amount equal to the net proceeds actually received
by such seller from the sale of Registrable Securities effected pursuant to such registration.


 


(e) The indemnification
and contribution provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer
of Registrable Securities and the termination or expiration of this Agreement.


 






    8


     


    

 


9. Participation
in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe”
option requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number
of Registrable Securities such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney,
custody agreements, stock powers, indemnities, underwriting agreements and other documents required under the terms of such underwriting
arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any
representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such
holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method
of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially
more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements
as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations
under Section 4, Section 5 and this Section 9 or that are necessary to give further effect thereto. To the extent
that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9, the respective rights
and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the
underwriters created pursuant to this Section 9.


 


10. Other
Agreements; Certain Limitations on Registration Rights. The Company shall file all reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and shall take such further action as the
Holders may reasonably request, all to the extent required to enable such Persons to sell securities pursuant to (a) Rule 144 adopted
by the Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter
adopted by the Commission or (b) a registration statement on Form S-3 or any similar registration form hereafter adopted by the Commission.
Upon request, the Company shall deliver to the Holders a written statement as to whether it has complied with such requirements. The Company
shall at all times use its commercially reasonable efforts to cause the securities so registered to continue to be listed on one or more
of the New York Stock Exchange, the New York Stock Exchange American and the Nasdaq Stock Market. The Company shall use its best efforts
to facilitate and expedite transfers of Registrable Securities pursuant to Rule 144, which efforts shall include timely notice to its
transfer agent to expedite such transfers of Registrable Securities and delivery of any opinions requested by the transfer agent. 


 


11. Lock-Up
Provisions.


 


(a) Each Lock-Up Holder
agrees that it, he or she shall not Transfer any Common Stock until 180 days after the completion of the Acquisition (the “Lock-Up
Period”).


 


(b) Notwithstanding the
provisions set forth in Section 11(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”)
that are held by the Lock-Up Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted
(i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors,
any affiliate of such Lock-Up Holder or any member of such Lock-Up Holder; (ii) in the case of an individual, by gift to a member of such
individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an
affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) by virtue of
the laws of the State of Nevada or a Lock-Up Holder’s organizational documents upon dissolution of such Lock-Up Holder (each such
transferee, a “Permitted Transferee”); provided, however, that, in each case, any such Permitted Transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 11(b)
and the other restrictions contained in this Agreement.


 


(c) If any Transfer not
permitted under this Section 11 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer
shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity
holders for any purpose. In order to enforce this Section 11(c), the Company may impose stop-transfer instructions with respect
to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period.


 


(d) During the Lock-Up
Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder shall be marked with a legend
in substantially the following form, in addition to any other applicable legends:


 


“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT
TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF NOVEMBER 8, 2021, BY AND AMONG THE ISSUER
OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO
THE HOLDER HEREOF UPON WRITTEN REQUEST.” 


 


(e) For the avoidance of
doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it
holds during the Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees
to (i) instruct its transfer agent to remove the lock-up legend in Section 11(d) upon the expiration of the applicable Lock-Up
Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer
agent in connection with the instruction under this Section 11(e).


  






    9


     


    

 


12. Definitions.


 


(a) “Applicable
Approving Party” means the holders of a majority of the Registrable Securities participating in the applicable offering.


 


(b) “Business
Day” means any day that is not a Saturday or Sunday or a legal holiday in the state in which the Company’s chief executive
office is located or in Miami, Florida.


 


(c) “Commission”
means the U.S. Securities and Exchange Commission.


 


(d) “Common Stock”
means the Class B Common Stock of the Company, par value $0.001 per share.


 


(e) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together
with all rules and regulations promulgated thereunder.


 


(f) “Fair Market
Value” means (i) in the case of any publicly traded security, the average of the closing sale prices thereof on the principal
market on which it is traded for the last five (5) full trading days prior to the determination, and (ii) in the case of any other asset
or property, the price, determined by the Board of Directors of the Company, at which a willing seller would sell and a willing buyer
would buy such asset or property, as of the applicable valuation determination date (without taking into account events subsequent to
that date) in an arm’s-length transaction.


 


(g) “FINRA”
means the Financial Industry Regulatory Authority.


 


(h)  “Free-Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.


 


(i) “Lock-Up Holders”
means those Holders set forth on Schedule B hereto.


 


(j) “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 


(k) “ “Prospectus”
means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus. 


 


(l) “Public Offering”
means any sale or distribution by the Company and/or holders of Registrable Securities to the public of Common Stock pursuant to an offering
registered under the Securities Act.


 


(m) “Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a Registration
Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.


 


(n) “Registrable
Securities” means (i) any outstanding share of Common Stock (including the shares of Common Stock issued or issuable upon the
exercise or conversion of any other equity security) of the Company held by a Holder as of the date of this Agreement or (ii) any Common
Stock issued or issuable with respect to the securities referred to in the preceding clause (i) by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities on the later of the (i) two year anniversary of the Effective Date
or (ii) on such date that such Holder may sell all of the Registrable Securities owned by such Holder pursuant to Rule 144 of the Securities
Act without any restrictions as to volume or manner of sale or otherwise.


 






    10


     


    

 


(o) “Registration
Statement” means any registration statement filed by the Company with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable Securities, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement (other than a registration statement
on Form S-4 or Form S-8, or their successors).


 


(p) “Rule 144”,
“Rule 405”, and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or
any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in force.


 


(q) “Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with
all rules and regulations promulgated thereunder.


 


(r) “Shelf Participant”
means any holder of Registrable Securities listed as a potential selling stockholder in connection with the Resale Shelf Registration
Statement or the Shelf Registration or any such holder that could be added to such Resale Shelf Registration Statement or Shelf Registration
without the need for a post-effective amendment thereto or added by means of an automatic post-effective amendment thereto.


 


(s) “Transfer”
means the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified
in clause (i) or (ii). 


 


(t) “WKSI”
means a “well-known seasoned issuer” as defined under Rule 405.


 


13. Miscellaneous.


 


(a) No Inconsistent
Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or
violates or in any way impairs the rights granted to the Holders in this Agreement.


 


(b) Entire Agreement.
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions among the parties hereto, written or oral, with respect to the subject matter
hereof.


 


(c) Remedies. Any
Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond
or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions
of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled to specific
performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other
security) in order to enforce or prevent violation of the provisions of this Agreement.


 


(d) Other Registration
Rights. Other than as set forth in the Company’s filings with the Commission, the Company represents and warrants that no Person,
other than a holder of Registrable Securities pursuant to this Agreement, has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of
securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement
supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between
any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


  






    11


     


    

 


(e) Amendments and Waivers.
Compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified, with the written consent of the Company and (i) in the case of the provisions, covenants
and conditions set forth in Section 11, the consent of Holders holding at least a majority in interest of the outstanding shares
of Common Stock then held by the Lock-Up Holders or (ii) in the case of any other provision, covenant or condition, the Holders of at
least a majority in interest of the Registrable Securities at the time in question; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder so affected. Any amendment or waiver effected in accordance with this Section 13(e) shall be binding upon each Holder
and the Company. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part
of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


(f) Successors and Assigns;
No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. A Holder may assign or delegate such Holder’s rights, duties or obligations under
this Agreement, in whole or in part, to (a) a Permitted Transferee of such Holder or (b) any Person with the prior written consent of
the Company. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and
their respective successors and permitted assigns. This Agreement shall not confer any rights or benefits on any Persons that are not
parties hereto, other than as expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, duties
and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice
of such assignment as provided in Section 13(l) and (ii) the written agreement of the assignee, in a form reasonably acceptable
to the Company, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this
Section 13(f) shall be null and void.


 


(g) All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns
of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of
this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable
by, any subsequent holder of Registrable Securities.


 


(h) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any respect under any
applicable law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality or unenforceability,
without invalidating the remainder of this Agreement. 


 


(i) Counterparts.
This Agreement may be executed simultaneously in counterparts, any one of which need not contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


(j) Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this
Agreement. The use of the word “including” herein shall mean “including without limitation.”


 


(k) Governing Law.
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of Nevada or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Nevada.


 






    12


     


    

 


(l) Notices. All
notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or by registered
or certified mail (postage prepaid, return receipt requested) to each Holder at the address indicated on the Schedule of Holders attached
hereto as Schedule A and to the Company at the address indicated below (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 13(l)):


 


if to the Company:


 


RumbleOn, Inc.


901 W. Walnut Hill Lane


Irving, Texas 75038


Tel: 214.771.9952


Attention: Marshall Chesrown (marshall@rumbleon.com),
Peter Levy (peter@rumbleon.com), and Michael Francis (michael@rumbleon.com)


 


with a copy to (which shall not constitute notice):


 


Akerman LLP


The Main Las Olas


201 East Las Olas Boulevard


Suite 1800


Fort Lauderdale, FL 33301


Tel: 954.463.2700


Fax: 942.463.2224


Attention: Christina Russo (christina.russo@akerman.com),
Scott Wasserman (scott.wasserman@akerman.com), and Erin Swick (erin.swick@akerman.com)


 


(n) Mutual Waiver of
Jury Trial. As a specifically bargained inducement for each of the parties to enter into this Agreement (with each party having had
opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by jury in any lawsuit or legal
proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein, and any lawsuit or legal proceeding
relating to or arising in any way to this Agreement or the transactions contemplated herein shall be tried in a court of competent jurisdiction
by a judge sitting without a jury.


 


(o) No Strict Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.


 


signature pages follow


 






    13


     


    

 


 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


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


  




    14


     


    


 


Complete the following as appropriate:


 


	INDIVIDUAL HOLDER	 	ENTITY HOLDER
	If you are an individual, print your name and sign below	 	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)
	 	
    TPEG FREEDOM POWERSPORTS INVESTORS,
    LLC

    Name of Entity (Please print)

	 	 	 
	 	 	By:  	/s/ Daniel
    Meader
	Signature 	         	 	Name: 	Daniel
Meader
	 	 	Title:	Manager


 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


  




    15


     


    


 


Complete the following as appropriate:


 


	
    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

    

	 	 	 
	Kevin Lackey	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Kevin Lackey	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	


 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    16


     


    


 


Complete the following as appropriate:


 





	
    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

    

	 	 	 
	Sanjay Chandra	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Sanjay Chandra	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	





 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    17


     


    


 


Complete the following as appropriate:


 





	
    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

    

	 	 	 
	Daniel Arriaga	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Daniel Arriaga	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	


 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    18


     


    


 





Complete the following as appropriate:


 





	
    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

    

	 	 	 
	Sarah McVean Brown	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Sarah McVean Brown	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	





 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    19


     


    


 


Complete the following as appropriate:


 





	
    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

    

	 	 	 
	Sean Chandler	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Sean Chandler	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	


 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    20


     


    


 


Complete the following as appropriate:


 





	
    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

    

	 	 	 
	Natalie Nelson	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Natalie Nelson	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	





 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    21


     


    


 


Complete the following as appropriate:


 





	
    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

    

	 	 	 
	Chase Vance	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Chase Vance	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	


 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    22


     


    


 


Complete the following as appropriate:


 


	
    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

    

	 	 	 
	Tom Zelewski	 	
	Name of Individual (Please print)	 	Name of Entity (Please print)
	 	 	 
	/s/ Tom Zelewski	 	By:  	
	Signature	                               	 	Name: 	
	 	 	Title:	


 


Holder Address for Notices:


______________________________


______________________________


______________________________


Facsimile: _____________________


Attention: _____________________


 




    23


     


    


 


Schedule A


 


Schedule of Holders


 


1. TPEG Freedom Powersports Investors, LLC


 


2. Kevin Lackey


 


3. Sanjay Chandra


 


4. Daniel Arriaga


 


5. Sarah McVean Brown


 


6. Sean Chandler


 


7. Natalie Nelson


 


8. Chase Vance


 


9. Tom Zelewski 


 




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Schedule B


 


Lock-Up Holders


 


1. TPEG Freedom Powersports Investors, LLC


 


2. Kevin Lackey


 


3. Sanjay Chandra


 


4. Tom Zelewski


 


 


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