Exhibit 10.10


 


RumbleOn, Inc.


RESTATED 2017 STOCK INCENTIVE PLAN


 


1. ESTABLISHMENT,
EFFECTIVE DATE AND TERM


 


RumbleOn, Inc., a Nevada corporation,
hereby establishes the RumbleOn, Inc. 2017 Stock Incentive Plan. The Effective Date of the Plan shall be the later of: (i) the date the
Plan was approved by the Board, and (ii) the date the Plan was approved by stockholders of Company in accordance with the laws of the
State of Nevada. Unless earlier terminated pursuant to Section 14(k) hereof, the Plan shall terminate on the tenth anniversary of the
Fourth Amendment to the Plan. Capitalized terms used herein are defined in Annex A attached hereto.


 


2. PURPOSE


 


The purpose of the Plan is
to enable the Company to attract, retain, reward, and motivate Eligible Individuals by providing them with an opportunity to acquire or
increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company,
so as to strengthen the mutuality of the interests between the Eligible Individuals and the stockholders of the Company.


 


3. ELIGIBILITY


 


Awards may be granted
under the Plan to any Eligible Individual, as determined by the Committee from time to time, on the basis of their importance to the business
of the Company, pursuant to the terms of the Plan.


 


4. ADMINISTRATION


 


(a) Committee.
The Plan shall be administered by the Committee, which shall have the full power and authority to take all actions, and to make all
determinations not inconsistent with the specific terms and provisions of the Plan and deemed by the Committee to be necessary or appropriate
to the administration of the Plan, any Award granted or any Award Agreement entered into hereunder. The Committee may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect as it may determine in its sole discretion. The decisions by the Committee shall be final, conclusive,
and binding with respect to the interpretation and administration of the Plan, any Award, or any Award Agreement entered into under the
Plan.


 


(b) Delegation to Officers or Employees.
The Committee may designate officers or employees of the Company to assist the Committee in the administration of the Plan. The Committee
may delegate authority to officers or employees of the Company to grant Awards and execute Award Agreements or other documents on behalf
of the Committee in connection with the administration of the Plan, subject to whatever limitations or restrictions the Committee may
impose and in accordance with applicable law.


 


(c) Designation
of Advisors. The Committee may designate professional advisors to assist the Committee in the administration of the Plan. The
Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the administration of the Plan and may rely
upon any advice and any computation received from any such counsel, consultant, or agent. The Company shall pay all expenses and costs
incurred by the Committee for the engagement of any such counsel, consultant, or agent.


 


(d) Participants
Outside the U.S. In order to conform with the provisions of local laws and regulations of foreign countries which may affect
the Awards or the Participants, the Committee shall have the sole discretion to (i) modify the terms and conditions of the Awards granted
under the Plan to Eligible Individuals located outside the United States; (ii) establish subplans with such modifications as may be necessary
or advisable under the circumstances present by local laws and regulations; and (iii) take any action which it deems advisable to comply
with or otherwise reflect any necessary governmental regulatory procedures, or to obtain any exemptions or approvals necessary with respect
to the Plan or any subplan established hereunder.


 




     


     


    

 


(e) Liability and Indemnification. No
Covered Individual shall be liable for any action or determination made in good faith with respect to the Plan, any Award granted hereunder
or any Award Agreement entered into hereunder. The Company shall, to the maximum extent permitted by applicable law and the Articles
of Incorporation and Bylaws of the Company, indemnify and hold harmless each Covered Individual against any cost or expense (including
reasonable attorney fees reasonably acceptable to the Company) or liability (including any amount paid in settlement of a claim with
the approval of the Company), and amounts advanced to such Covered Individual necessary to pay the foregoing at the earliest time and
to the fullest extent permitted, arising out of any act or omission to act in connection with the Plan, any Award granted hereunder or
any Award Agreement entered into hereunder. Such indemnification shall be in addition to any rights of indemnification such individuals
may have under other agreements, applicable law or under the Articles of Incorporation or Bylaws of the Company. Notwithstanding anything
else herein, this indemnification will not apply to the actions or determinations made by a Covered Individual with regard to Awards
granted to such Covered Individual under the Plan or arising out of such Covered Individual’s own fraud or bad faith.


 


5. SHARES OF COMMON STOCK SUBJECT TO PLAN


 


(a) Shares
Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares
or authorized but unissued shares of the Common Stock. The maximum number of shares of Class B Common Stock that may be issued pursuant
to Awards granted under the Plan shall be 2,700,000.


 


(b) Limitations
on Incentive Stock Options. With respect to the shares of Class B common stock issuable pursuant to this Section, a maximum
of 2,700,000 of such shares may be subject to grants of Incentive Stock Options.


 


(c) Reduction of Shares Available for Awards.
Upon the granting of an Award, the number of shares of Common Stock available for issuance under this Section for the granting of
further Awards shall be reduced as follows:


 


(i) In
connection with the granting of an Option or Stock Appreciation Right, the number of shares of Common Stock shall be reduced by the number
of shares of Common Stock subject to the Option or Stock Appreciation Right;


 


(ii) In
connection with the granting of an Award that is settled in Common Stock, other than the granting of an Option or Stock Appreciation Right,
the number of shares of Common Stock shall be reduced by the number of shares of Common Stock subject to the Award; and


 


(iii) Awards
settled in cash or property other than Common Stock shall not count against the total number of shares of Common Stock available to be
granted pursuant to the Plan.


 


(d) Cancelled, Forfeited, or Surrendered Awards.
Notwithstanding anything to the contrary in this Plan, if any award under this Plan is cancelled, forfeited or terminated for any
reason prior to exercise, delivery or becoming vested in full, the shares of Common Stock that were subject to such Award shall, to the
extent cancelled, forfeited or terminated, immediately become available for future Awards granted under this Plan; provided, however,
that any shares of Common Stock subject to an Award which is cancelled, forfeited or terminated in order to pay the exercise price of
a stock option, purchase price or any taxes or tax withholdings on an award shall not be available for future Awards granted under this
Plan.


 


(e)  Recapitalization.
If the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of
shares or other securities by reason of any recapitalization, reclassification, reorganization, stock split, reverse split, combination
of shares, exchange of shares, stock dividend or other distribution payable in capital stock of the Company or other increase or decrease
in such shares effected without receipt of consideration by the Company occurring after the Effective Date, an appropriate and proportionate
adjustment shall be made by the Committee to: (i) the aggregate number and kind of shares of Common Stock available under the Plan (including,
but not limited to, the limits of the number of shares of Common Stock described in Section 5(b)), (ii) the calculation of the reduction
of shares of Common Stock available under the Plan, (iii) the number and kind of shares of Common Stock issuable pursuant to outstanding
Awards granted under the Plan and/or (iv) the Exercise Price of outstanding Options or Stock Appreciation Rights granted under the Plan.
No fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment under this Section 5(e),
and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share
or unit. Any adjustments made under this Section 5(e) with respect to any Incentive Stock Options must be made in accordance with Code
Section 424.


 






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6. RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


(a) Grant
of Restricted Stock and Restricted Stock Units. Subject to the terms and conditions of the Plan, the Committee may grant to
such Eligible Individuals as the Committee may determine, Restricted Stock or Restricted Stock Units, in such amounts and on such terms
and conditions as the Committee shall determine in its sole and absolute discretion. Each grant of Restricted Stock and Restricted Stock
Units shall satisfy the requirements as set forth in this Section.





 


(b) Restrictions.
The Committee shall impose such restrictions on any Restricted Stock or Restricted Stock Unit granted pursuant to the Plan as it may
deem advisable including, without limitation, time-based vesting restrictions or the attainment of Performance Goals. The determination
with respect to achievement of Performance Goals shall be made pursuant to Section 9 hereof.


 


(c) Certificates and Certificate Legend.
With respect to a grant of Restricted Stock, the Company may issue a certificate evidencing such Restricted Stock to the Participant
or issue and hold such shares of Restricted Stock for the benefit of the Participant until the applicable restrictions expire. The Company
may legend the certificate representing Restricted Stock to give appropriate notice of such restrictions. In addition to any such legends,
each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:


 


“Shares of stock represented by
this certificate are subject to certain terms, conditions, and restrictions on transfer as set forth in the RumbleOn, Inc. 2017 Stock
Incentive Plan (the “Plan”), and in an agreement entered into by and between the registered owner of such shares and RumbleOn,
Inc. (the “Company”), dated ___, 20__ (the “Award Agreement”). A copy of the Plan and the Award Agreement may
be obtained from the Secretary of the Company.”


 


(d) Removal of
Restrictions. Except as otherwise provided in the Plan, shares of Restricted Stock shall become freely transferable by
the Participant upon the lapse of the applicable restrictions. Once the shares of Restricted Stock are released from the
restrictions, the Participant shall be entitled to have the legend required by paragraph (c) above removed from the share
certificate evidencing such Restricted Stock and the Company shall pay or distribute to the Participant all dividends and
distributions held in escrow by the Company with respect to such Restricted Stock, if any.


 


(e) Stockholder Rights. Unless otherwise
provided in an Award Agreement, until the expiration of all applicable restrictions, (i) the Restricted Stock shall be treated as outstanding,
(ii) the Participant holding shares of Restricted Stock may exercise full voting rights with respect to such shares, and (iii) the Participant
holding shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such shares
while they are so held. If any such dividends or distributions are paid in shares of Common Stock, such shares shall be subject to the
same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Notwithstanding
anything to the contrary, at the discretion of the Committee, all such dividends and distributions may be held in escrow by the Company
(subject to the same restrictions on forfeitability) until all restrictions on the respective Restricted Stock have lapsed. Holders of
the Restricted Stock Units shall not have any of the rights of a stockholder, including the right to vote or receive dividends and other
distributions, until Common Stock shall have been issued in the Participant’s name pursuant to the Restricted Stock Units.


 


(f) Termination
of Service. Unless otherwise provided in an Award Agreement, if a Participant’s employment or other service with the
Company terminates for any reason, all unvested shares of Restricted Stock and Restricted Stock Units held by the Participant and any
dividends or distributions held in escrow by the Company with respect to Restricted Stock shall be forfeited immediately and returned
to the Company. Notwithstanding this paragraph, to the extent applicable, all grants of Restricted Stock and Restricted Stock Units that
vest solely upon the attainment of Performance Goals shall be treated pursuant to the terms and conditions that would have been applicable
under Section 9 as if such grants were Awards of Performance Shares. Notwithstanding anything in this Plan to the contrary, the Committee
may provide, in its sole and absolute discretion, that following the termination of employment or other service of a Participant with
the Company for any reason, any unvested shares of Restricted Stock or Restricted Stock Units held by the Participant that vest solely
upon a future service requirement shall vest in whole or in part, at any time subsequent to such termination of employment or other service.


 


(g) Payment of Common Stock with respect to Restricted
Stock Units. Notwithstanding anything to the contrary herein, unless otherwise provided in the Award agreement, Common Stock will
be issued with respect to Restricted Stock Units no later than March 15 of the year immediately following the year in which the Restricted
Stock Units are first no longer subject to a substantial risk of forfeiture as such term is defined in Section 409A of the Code and the
regulations issued thereunder (“RSU Payment Date”). In the event that Participant has elected to defer the receipt of Common
Stock pursuant to an Award Agreement beyond the RSU Payment Date, then the Common Stock will be issued at the time specified in the Award
Agreement or related deferral election form. In addition, unless otherwise provided in the Award Agreement, if the receipt of Common
Stock is deferred past the RSU Payment Date, Dividend Equivalents on the Common Stock covered by Restricted Stock Units shall be deferred
until the RSU Payment Date.


 






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7. OPTIONS


 


(a) Grant
of Options. Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible Individuals as the Committee
may determine, Options to purchase such number of shares of Common Stock and on such terms and conditions as the Committee shall determine
in its sole and absolute discretion. Each grant of an Option shall satisfy the requirements set forth in this Section.


 


(b) Type of Options. Each Option granted
under the Plan may be designated by the Committee, in its sole discretion, as either (i) an Incentive Stock Option, or (ii) a Non-Qualified
Stock Option. Options designated as Incentive Stock Options that fail to continue to meet the requirements of Code Section 422 shall
be re-designated as Non-Qualified Stock Options automatically on the date of such failure to continue to meet such requirements without
further action by the Committee. In the absence of any designation, Options granted under the Plan will be deemed to be Non-Qualified
Stock Options.


 


(c) Exercise
Price. Subject to the limitations set forth in the Plan relating to Incentive Stock Options, the Exercise Price of an Option
shall be fixed by the Committee and stated in the respective Award Agreement, provided that the Exercise Price of the shares of Common
Stock subject to such Option may not be less than Fair Market Value of such Common Stock on the Grant Date, or if greater, the par value
of the Common Stock.


 


(d) Limitation
on Repricing. Unless such action is approved by the Company’s stockholders in accordance with applicable law: (i) no
outstanding Option granted under the Plan may be amended to provide an Exercise Price that is lower than the then-current Exercise Price
of such outstanding Option (other than adjustments to the Exercise Price pursuant to Sections 5(e) and 11); (ii) the Committee may not
cancel any outstanding Option and grant in substitution therefore new Awards under the Plan covering the same or a different number of
shares of Common Stock and having an Exercise Price lower than the then-current Exercise Price of the cancelled Option (other than adjustments
to the Exercise Price pursuant to Sections 5(e) and 11); and (iii) the Committee may not authorize the repurchase of an outstanding Option
which has an Exercise Price that is higher than the then-current fair market value of the Common Stock (other than adjustments to the
Exercise Price pursuant to Sections 5(e) and 11).


 


(e) Limitation
on Option Period. Subject to the limitations set forth in the Plan relating to Incentive Stock Options, Options granted under
the Plan and all rights to purchase Common Stock thereunder shall terminate no later than the tenth anniversary of the Grant Date of such
Options, or on such earlier date as may be stated in the Award Agreement relating to such Option. In the case of Options expiring prior
to the tenth anniversary of the Grant Date, the Committee may in its discretion, at any time prior to the expiration or termination of
said Options, extend the term of any such Options for such additional period as it may determine, but in no event beyond the tenth anniversary
of the Grant Date thereof.


 


(f) Limitations
on Incentive Stock Options. Notwithstanding any other provisions of the Plan, the following provisions shall apply with respect
to Incentive Stock Options granted pursuant to the Plan.


 


(i) Limitation
on Grants. Incentive Stock Options may only be granted to Section 424 Employees. The aggregate Fair Market Value (determined at the
time such Incentive Stock Option is granted) of the shares of Common Stock for which any individual may have Incentive Stock Options which
first become vested and exercisable in any calendar year (under all incentive stock option plans of the Company) shall not exceed $100,000.
Options granted to such individual in excess of the $100,000 limitation, and any Options issued subsequently which first become vested
and exercisable in the same calendar year, shall automatically be treated as Non-Qualified Stock Options.


 


(ii) Minimum
Exercise Price. In no event may the Exercise Price of a share of Common Stock subject an Incentive Stock Option be less than 100%
of the Fair Market Value of such share of Common Stock on the Grant Date.


 


(iii) Ten
Percent Stockholder. Notwithstanding any other provision of the Plan to the contrary, in the case of Incentive Stock Options granted
to a Section 424 Employee who, at the time the Option is granted, owns (after application of the rules set forth in Code Section 424(d))
stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company, such Incentive Stock
Options (i) must have an Exercise Price per share of Common Stock that is at least 110% of the Fair Market Value as of the Grant Date
of a share of Common Stock, and (ii) must not be exercisable after the fifth anniversary of the Grant Date.


 


(g) Vesting Schedule and Conditions.
No Options may be exercised prior to the satisfaction of the conditions and vesting schedule provided for in the Plan and in the
Award Agreement relating thereto.


 


(h) Exercise.
When the conditions to the exercise of an Option have been satisfied, the Participant may exercise the Option only in accordance with
the following provisions. The Participant shall deliver to the Company a written notice stating that the Participant is exercising the
Option and specifying the number of shares of Common Stock which are to be purchased pursuant to the Option, and such notice shall be
accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised, by one or more of the methods
provided for in the Plan. An attempt to exercise any Option granted hereunder other than as set forth in the Plan shall be invalid and
of no force and effect.


 




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(i) Payment. Payment of the
Exercise Price for the shares of Common Stock purchased pursuant to the exercise of an Option shall be made by one of the following methods:


 


(i) by
cash, certified or cashier’s check, bank draft or money order;


 


(ii) through
the delivery to the Company of shares of Common Stock which have been previously owned by the Participant for the requisite period necessary
to avoid a charge to the Company’s earnings for financial reporting purposes; such shares shall be valued, for purposes of determining
the extent to which the Exercise Price has been paid thereby, at their Fair Market Value on the date of exercise; without limiting the
foregoing, the Committee may require the Participant to furnish an opinion of counsel acceptable to the Committee to the effect that such
delivery would not result in the Company incurring any liability under Section 16(b) of the Exchange Act; or


 


(iii) by
any other method which the Committee, in its sole and absolute discretion and to the extent permitted by applicable law, may permit, including,
but not limited to through a “cashless exercise sale and remittance procedure” pursuant to which the Participant shall concurrently
provide irrevocable instructions (1) to a brokerage firm approved by the Committee to effect the immediate sale of the purchased shares
and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise
Price payable for the purchased shares plus all applicable federal, state and local income, employment, excise, foreign and other taxes
required to be withheld by the Company by reason of such exercise and (2) to the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale.


 


(j) Termination of Employment. Unless
otherwise provided in an Award Agreement, upon the termination of the employment or other service of a Participant with Company for any
reason, all of the Participant’s outstanding Options (whether vested or unvested) shall be subject to the rules of this paragraph.
Upon such termination, the Participant’s unvested Options shall expire. Notwithstanding anything in this Plan to the contrary,
the Committee may provide, in its sole and absolute discretion, that following the termination of employment or other service of a Participant
with the Company for any reason (i) any unvested Options held by the Participant shall vest in whole or in part, at any time subsequent
to such termination of employment or other service, and/or (ii) a Participant or the Participant’s estate, devisee or heir at law
(whichever is applicable), may exercise an Option, in whole or in part, at any time subsequent to such termination of employment or other
service and prior to the termination of the Option pursuant to its terms that are unrelated to termination of service. Unless otherwise
determined by the Committee, temporary absence from employment or other service because of illness, vacation, approved leaves of absence
or military service shall not constitute a termination of employment or other service.


 


(i) Termination for Reason Other
Than Cause, Disability or Death. If a Participant’s termination of employment or other service is for any reason other than
death, Disability, Cause or a voluntary termination within ninety (90) days after occurrence of an event which would be grounds for termination
of employment or other service by the Company for Cause, any Option held by such Participant may be exercised, to the extent exercisable
at termination, by the Participant at any time within a period not to exceed ninety (90) days from the date of such termination, but
in no event after the termination of the Option pursuant to its terms that are unrelated to termination of service.


 


(ii) Disability. If a Participant’s
termination of employment or other service with the Company is by reason of a Disability of such Participant, any Option held by such
Participant may be exercised, to the extent exercisable at termination, by the Participant at any time within a period not to exceed
one (1) year after such termination, but in no event after the termination of the Option pursuant to its terms that are unrelated to
termination of service; provided, however, that if the Participant dies within such period, any vested Option held by such Participant
upon death shall be exercisable by the Participant’s estate, devisee or heir at law (whichever is applicable) for a period not
to exceed one (1) year after the Participant’s death, but in no event after the termination of the Option pursuant to its terms
that are unrelated to termination of service.


 


(iii) Death.
If a Participant dies while in the employment or other service of the Company, any Option held by such Participant may be exercised, to
the extent exercisable at termination, by the Participant’s estate or the devisee named in the Participant’s valid last will
and testament or the Participant’s heir at law who inherits the Option, at any time within a period not to exceed one (1) year after
the date of such Participant’s death, but in no event after the termination of the Option pursuant to its terms that are unrelated
to termination of service.


 


(iv) Termination
for Cause. In the event the termination is for Cause or is a voluntary termination within ninety (90) days after occurrence of an
event which would be grounds for termination of employment or other service by the Company for Cause (without regard to any notice or
cure period requirement), any Option held by the Participant at the time of such termination shall be deemed to have terminated and expired
upon the date of such termination.


 



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8. STOCK APPRECIATION
RIGHTS


 


(a) Grant of Stock Appreciation Rights.
Subject to the terms and conditions of the Plan, the Committee may grant to such Eligible Individuals as the Committee may determine,
Stock Appreciation Rights, in such amounts and on such terms and conditions as the Committee shall determine in its sole and absolute
discretion. Each grant of a Stock Appreciation Right shall satisfy the requirements as set forth in this Section.


 


(b) Terms and Conditions of Stock Appreciation
Rights. Unless otherwise provided in an Award Agreement, the terms and conditions (including, without limitation, the limitations
on the Exercise Price, exercise period, repricing and termination) of the Stock Appreciation Right shall be substantially identical (to
the extent possible taking into account the differences related to the character of the Stock Appreciation Right) to the terms and conditions
that would have been applicable under Section 7 above were the grant of the Stock Appreciation Rights a grant of an Option.


 


(c) Exercise of Stock Appreciation Rights.
Stock Appreciation Rights shall be exercised by a Participant only by written notice delivered to the Company, specifying the number
of shares of Common Stock with respect to which the Stock Appreciation Right is being exercised.


 


(d) Payment of Stock Appreciation Right.
Unless otherwise provided in an Award Agreement, upon exercise of a Stock Appreciation Right, the Participant or Participant’s
estate, devisee or heir at law (whichever is applicable) shall be entitled to receive payment, in cash, in shares of Common Stock, or
in a combination thereof, as determined by the Committee in its sole and absolute discretion. The amount of such payment shall be determined
by multiplying the excess, if any, of the Fair Market Value of a share of Common Stock on the date of exercise over the Fair Market Value
of a share of Common Stock on the Grant Date, by the number of shares of Common Stock with respect to which the Stock Appreciation Rights
are then being exercised. Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to a Stock
Appreciation Right by including such limitation in the Award Agreement.


 


9. PERFORMANCE SHARES AND PERFORMANCE UNITS


 


(a) Grant
of Performance Shares and Performance Units. Subject to the terms and conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine, Performance Shares and Performance Units, in such amounts and on such terms and conditions
as the Committee shall determine in its sole and absolute discretion. Each grant of a Performance Share or a Performance Unit shall satisfy
the requirements as set forth in this Section.


 


(b) Performance
Goals. Performance Goals will be based on one or more of the following criteria, as determined by the Committee in its absolute
and sole discretion: (i) the attainment of certain target levels of, or a specified increase in, the Company’s enterprise value
or value creation targets; (ii) the attainment of certain target levels of, or a percentage increase in, the Company’s after-tax
or pre-tax profits including, without limitation, that attributable to the Company’s continuing and/or other operations; (iii) the
attainment of certain target levels of, or a specified increase relating to, the Company’s operational cash flow or working capital,
or a component thereof; (iv) the attainment of certain target levels of, or a specified decrease relating to, the Company’s operational
costs, or a component thereof; (v) the attainment of a certain level of reduction of, or other specified objectives with regard to limiting
the level of increase in all or a portion of bank debt or other of the Company’s long-term or short-term public or private debt
or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments
as may be established by the Committee; (vi) the attainment of a specified percentage increase in earnings per share or earnings per share
from the Company’s continuing operations; (vii) the attainment of certain target levels of, or a specified percentage increase in,
the Company’s net sales, revenues, net income or earnings before income tax or other exclusions; (viii) the attainment of certain
target levels of, or a specified increase in, the Company’s return on capital employed or return on invested capital; (ix) the attainment
of certain target levels of, or a percentage increase in, the Company’s after-tax or pre-tax return on stockholder equity; (x) the
attainment of certain target levels in the fair market value of the Company’s Common Stock; (xi) the growth in the value of an investment
in the Common Stock assuming the reinvestment of dividends; and/or (xii) the attainment of certain target levels of, or a specified increase
in, EBITDA (earnings before income tax, depreciation and amortization). In addition, Performance Goals may be based upon the attainment
by a subsidiary, division or other operational unit of the Company of specified levels of performance under one or more of the measures
described above. Further, the Performance Goals may be based upon the attainment by the Company (or a subsidiary, division, facility or
other operational unit of the Company) of specified levels of performance under one or more of the foregoing measures relative to the
performance of other corporations. To the extent permitted under Code Section 162(m) of the Code (including, without limitation, compliance
with any requirements for stockholder approval), the Committee may, in its sole and absolute discretion: (i) designate additional business
criteria upon which the Performance Goals may be based; (ii) modify, amend or adjust the business criteria described herein; or (iii)
incorporate in the Performance Goals provisions regarding changes in accounting methods, corporate transactions (including, without limitation,
dispositions or acquisitions) and similar events or circumstances. Performance Goals may include a threshold level of performance below
which no Award will be earned, levels of performance at which an Award will become partially earned and a level at which an Award will
be fully earned.


 




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(c) Terms
and Conditions of Performance Shares and Performance Units. The applicable Award Agreement shall set forth (i) the number of
Performance Shares or the dollar value of Performance Units granted to the Participant; (ii) the Performance Period and Performance Goals
with respect to each such Award; (iii) the threshold, target and maximum shares of Common Stock or dollar values of each Performance Share
or Performance Unit and corresponding Performance Goals; and (iv) any other terms and conditions as the Committee determines in its sole
and absolute discretion. The Committee shall establish, in its sole and absolute discretion, the Performance Goals for the applicable
Performance Period for each Performance Share or Performance Unit granted hereunder. Performance Goals for different Participants and
for different grants of Performance Shares and Performance Units need not be identical. Unless otherwise provided in an Award Agreement,
a holder of Performance Units or Performance Shares is not entitled to the rights of a holder of Common Stock.


 


(d) Determination
and Payment of Performance Units or Performance Shares Earned. Following the end of a Performance Period, the Committee
shall determine the extent to which Performance Shares or Performance Units have been earned on the basis of the Company’s actual
performance in relation to the established Performance Goals as set forth in the applicable Award Agreement and shall certify these results
in writing. Unless otherwise provided in an Award Agreement, the Committee shall determine in its sole and absolute discretion whether
payment with respect to the Performance Share or Performance Unit shall be made in cash, in shares of Common Stock, or in a combination
thereof.


 


(e) Termination of Employment. Unless
otherwise provided in an Award Agreement, if a Participant’s employment or other service with the Company terminates for any reason,
all of the Participant’s outstanding Performance Shares and Performance Units shall be subject to the rules of this Section.


 


(i) Termination
for Reason Other Than Death or Disability. If a Participant’s employment or other service with the Company terminates prior
to the expiration of a Performance Period with respect to any Performance Units or Performance Shares held by such Participant for any
reason other than death or Disability, the outstanding Performance Units or Performance Shares held by such Participant for which the
Performance Period has not yet expired shall terminate upon such termination of employment or other service with the Company and the Participant
shall have no further rights pursuant to such Performance Units or Performance Shares.


 


(ii) Termination of Employment for
Death or Disability. If a Participant’s employment or other service with the Company terminates by reason of the Participant’s
death or Disability prior to the end of a Performance Period, the Participant, or the Participant’s estate, devisee or heir at
law (whichever is applicable) shall be entitled to a payment of the Participant’s outstanding Performance Units and Performance
Shares, pursuant to the terms of the Plan and the Participant’s Award Agreement; provided, however, that the Participant shall
be deemed to have earned only that proportion (to the nearest whole unit or share) of the Performance Units or Performance Shares granted
to the Participant under such Award as the number of full months of the Performance Period which have elapsed since the first day of
the Performance Period for which the Award was granted to the end of the month in which the Participant’s termination of employment
or other service, bears to the total number of months in the Performance Period, subject to the attainment of the Performance Goals associated
with the Award as certified by the Committee. The remaining Performance Units or Performance Shares and any rights with respect thereto
shall be canceled and forfeited.


 


10. OTHER AWARDS


 


Awards of shares of Common
Stock, phantom stock and other Awards that are valued in whole or in part by reference to, or otherwise based on, Common Stock, may also
be made, from time to time, to Eligible Individuals as may be selected by the Committee. Such Common Stock may be issued in satisfaction
of Awards granted under any other plan sponsored by the Company or compensation payable to an Eligible Individual. In addition, such Awards
may be made alone or in addition to or in connection with any other Award granted hereunder. The Committee may determine the terms and
conditions of any such Award. Each such Award shall be evidenced by an Award Agreement between the Eligible Individual and the Company
which shall specify the number of shares of Common Stock subject to the Award, any consideration therefore, any vesting or performance
requirements, and such other terms and conditions as the Committee shall determine in its sole and absolute discretion.


 




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11. CHANGE IN CONTROL


 


Upon the occurrence of a Change
in Control, the Committee may, in its sole and absolute discretion, provide on a case by case basis that (i) all Awards shall terminate,
provided that Participants shall have the right, immediately prior to the occurrence of such Change in Control and during such reasonable
period as the Committee in its sole discretion shall determine and designate, to exercise any Award, (ii) all Awards shall terminate,
provided that Participants shall be entitled to a cash payment equal to the Change in Control Price with respect to shares subject to
the vested portion of the Award net of the Exercise Price thereof, if applicable, (iii) in connection with a liquidation or dissolution
of the Company, the Awards, to the extent vested, shall convert into the right to receive liquidation proceeds net of the Exercise Price
(if applicable), (iv) accelerate the vesting of Awards and (v) any combination of the foregoing. In the event that the Committee does
not terminate or convert an Award upon a Change in Control of the Company, then the Award shall be assumed, or substantially equivalent
Awards shall be substituted, by the acquiring, or succeeding corporation (or an affiliate thereof).


 


12. CHANGE IN STATUS OF PARENT OR SUBSIDIARY


 


Unless otherwise provided
in an Award Agreement or otherwise determined by the Committee, in the event that an entity or business unit which was previously a part
of the Company is no longer a part of the Company, as determined by the Committee in its sole discretion, the Committee may, in its sole
and absolute discretion: (i) provide on a case by case basis that some or all outstanding Awards held by a Participant employed by or
performing service for such entity or business unit may become immediately exercisable or vested, without regard to any limitation imposed
pursuant to this Plan; (ii) provide on a case by case basis that some or all outstanding Awards held by a Participant employed by or performing
service for such entity or business unit may remain outstanding, may continue to vest, and/or may remain exercisable for a period not
exceeding one (1) year, subject to the terms of the Award Agreement and this Plan; and/or (iii) treat the employment or other services
of a Participant performing services for such entity or business unit as terminated, if such Participant is not employed by the Company
or any entity that is a part of the Company, immediately after such event.


 


13. REQUIREMENTS OF LAW


 


(a) Violations
of Law. The Company shall not be required to make any payments, sell or issue any shares of Common Stock under any Award if
the sale or issuance of such shares would constitute a violation by the individual exercising the Award, the Participant or the Company
of any provisions of any law or regulation of any governmental authority, including without limitation any provisions of the Sarbanes-Oxley
Act, and any other federal or state securities laws or regulations. Any determination in this connection by the Committee shall be final,
binding, and conclusive. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Award,
the issuance of shares pursuant thereto or the grant of an Award to comply with any law or regulation of any governmental authority.


 


(b) Registration. At
the time of any exercise or receipt of any Award, the Company may, if it shall determine it necessary or desirable for any reason, require
the Participant (or Participant’s heirs, legatees or legal representative, as the case may be), as a condition to the exercise
or grant thereof, to deliver to the Company a written representation of present intention to hold the shares for their own account as
an investment and not with a view to, or for sale in connection with, the distribution of such shares, except in compliance with applicable
federal and state securities laws with respect thereto. In the event such representation is required to be delivered, an appropriate
legend may be placed upon each certificate delivered to the Participant (or Participant’s heirs, legatees or legal representative,
as the case may be) upon the Participant’s exercise of part or all of the Award or receipt of an Award and a stop transfer order
may be placed with the transfer agent. Each Award shall also be subject to the requirement that, if at any time the Company determines,
in its discretion, that the listing, registration or qualification of the shares subject to the Award upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of or in connection with, the issuance or purchase of the shares thereunder, the Award may not be exercised in whole or in part and the
restrictions on an Award may not be removed unless such listing, registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company in its sole discretion. The Participant shall provide the Company with
any certificates, representations and information that the Company requests and shall otherwise cooperate with the Company in obtaining
any listing, registration, qualification, consent or approval that the Company deems necessary or appropriate. The Company shall not
be obligated to take any affirmative action in order to cause the exercisability or vesting of an Award, to cause the exercise of an
Award or the issuance of shares pursuant thereto, or to cause the grant of Award to comply with any law or regulation of any governmental
authority.


 




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(c) Withholding. The Committee may make
such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required
by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection
with the grant or exercise of an Award, or the removal of restrictions on an Award including, but not limited to: (i) the withholding
of delivery of shares of Common Stock until the holder reimburses the Company for the amount the Company is required to withhold with
respect to such taxes; (ii) the canceling of any number of shares of Common Stock issuable in an amount sufficient to reimburse the Company
for the amount it is required to so withhold; (iii) withholding the amount due from any such person’s wages or compensation due
to such person; or (iv) requiring the Participant to pay the Company cash in the amount the Company is required to withhold with respect
to such taxes.


 


(d) Governing Law. The
Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada.


 


14. GENERAL PROVISIONS


 


(a) Award Agreements. All Awards granted
pursuant to the Plan shall be evidenced by an Award Agreement. Each Award Agreement shall specify the terms and conditions of the Award
granted and shall contain any additional provisions as the Committee shall deem appropriate, in its sole and absolute discretion (including,
to the extent that the Committee deems appropriate, provisions relating to confidentiality, non-competition, non-solicitation and similar
matters). The terms of each Award Agreement need not be identical for Eligible Individuals provided that each Award Agreement shall comply
with the terms of the Plan.


 


(b) Purchase
Price. To the extent the purchase price of any Award granted hereunder is less than par value of a share of Common Stock and
such purchase price is not permitted by applicable law, the per share purchase price shall be deemed to be equal to the par value of a
share of Common Stock.


 


(c) Dividends
and Dividend Equivalents. Except as set forth in the Plan, an Award Agreement or provided by the Committee in its sole and
absolute discretion, a Participant shall not be entitled to receive, currently or on a deferred basis, cash or stock dividends, Dividend
Equivalents, or cash payments in amounts equivalent to cash or stock dividends on shares of Common Stock covered by an Award. The Committee
in its absolute and sole discretion may credit a Participant’s Award with Dividend Equivalents with respect to any Awards. To the
extent that dividends and distributions relating to an Award are held in escrow by the Company, or Dividend Equivalents are credited to
an Award, a Participant shall not be entitled to any interest on any such amounts. The Committee may not grant Dividend Equivalents to
an Award subject to performance-based vesting to the extent that the grant of such Dividend Equivalents would limit the Company’s
deduction of the compensation payable under such Award for federal tax purposes pursuant to Code Section 162(m).


 


(d) Deferral
of Awards. The Committee may from time to time establish procedures pursuant to which a Participant may elect to defer, until
a time or times later than the vesting of an Award, receipt of all or a portion of the shares of Common Stock or cash subject to such
Award and to receive Common Stock or cash at such later time or times, all on such terms and conditions as the Committee shall determine.
The Committee shall not permit the deferral of an Award unless counsel for the Company determines that such action will not result in
adverse tax consequences to a Participant under Section 409A of the Code. If any such deferrals are permitted, then notwithstanding anything
to the contrary herein, a Participant who elects to defer receipt of Common Stock shall not have any rights as a stockholder with respect
to deferred shares of Common Stock unless and until shares of Common Stock are actually delivered to the Participant with respect thereto,
except to the extent otherwise determined by the Committee.


 


(e) Prospective Employees. Notwithstanding
anything to the contrary, any Award granted to a Prospective Employee shall not become vested prior to the date the Prospective Employee
first becomes an employee of the Company.


 


(f) Stockholder Rights. Except as expressly
provided in the Plan or an Award Agreement, a Participant shall not have any of the rights of a stockholder with respect to Common Stock
subject to the Awards prior to satisfaction of all conditions relating to the issuance of such Common Stock, and no adjustment shall
be made for dividends, distributions or other rights of any kind for which the record date is prior to the date on which all such conditions
have been satisfied.


 


(g) Transferability of Awards.
A Participant may not Transfer an Award other than by will or the laws of descent and distribution. Awards may be exercised during
the Participant’s lifetime only by the Participant. No Award shall be liable for or subject to the debts, contracts, or liabilities
of any Participant, nor shall any Award be subject to legal process or attachment for or against such person. Any purported Transfer
of an Award in contravention of the provisions of the Plan shall have no force or effect and shall be null and void, and the purported
transferee of such Award shall not acquire any rights with respect to such Award. Notwithstanding anything to the contrary, the Committee
may in its sole and absolute discretion permit the Transfer of an Award to a Participant’s “family member” as such
term is defined in the Form S-8 Registration Statement under the Securities Act of 1933, as amended, under such terms and conditions
as specified by the Committee. In such case, such Award shall be exercisable only by the transferee approved of by the Committee. To
the extent that the Committee permits the Transfer of an Incentive Stock Option to a “family member”, so that such Option
fails to continue to satisfy the requirements of an incentive stock option under the Code such Option shall automatically be re-designated
as a Non-Qualified Stock Option.


 




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(h) Buyout and Settlement Provisions. Except
as prohibited in Section 7(d) of the Plan, the Committee may at any time on behalf of the Company offer to buy out any Awards previously
granted based on such terms and conditions as the Committee shall determine which shall be communicated to the Participants at the time
such offer is made.


 


(i) Use
of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to Awards granted under the Plan shall
constitute general funds of the Company.


 


(j) Modification
or Substitution of an Award. Subject to the terms and conditions of the Plan, the Committee may modify outstanding Awards,
provided that, except as expressly provided in the Plan, no modification of an Award shall adversely affect any rights or obligations
of the Participant under the applicable Award Agreement without the Participant’s consent. Nothing in the Plan shall limit the right
of the Company to pay compensation of any kind outside the terms of the Plan.


 


(k) Amendment
and Termination of Plan. The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any shares
of Common Stock as to which Awards have not been granted; provided, however, that the approval of the stockholders of the Company
in accordance with applicable law and the Articles of Incorporation and Bylaws of the Company shall be required for any amendment: (i)
that changes the class of individuals eligible to receive Awards under the Plan; (ii) that increases the maximum number of shares of Common
Stock in the aggregate that may be subject to Awards that are granted under the Plan (except as permitted under Section 5 or Section 11
hereof); (iii) the approval of which is necessary to comply with federal or state law (including without limitation Section 162(m) of
the Code and Rule 16b-3 under the Exchange Act) or with the rules of any stock exchange or automated quotation system on which the Common
Stock may be listed or traded; or (iv) that proposed to eliminate a requirement provided herein that the stockholders of the Company must
approve an action to be undertaken under the Plan. Except as expressly provided in the Plan, no amendment, suspension or termination of
the Plan shall, without the consent of the holder of an Award, alter or impair rights or obligations under any Award theretofore granted
under the Plan. Awards granted prior to the termination of the Plan may extend beyond the date the Plan is terminated and shall continue
subject to the terms of the Plan as in effect on the date the Plan is terminated.


 


(l) Section 409A and 162(m) of the Code.
With respect to Awards subject to Section 409A or 162(m) of the Code, this Plan is intended to comply with the requirements of such
Sections, and the provisions hereof shall be interpreted in a manner that satisfies the requirements of such Sections and the related
regulations, and the Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award would otherwise
frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.


 


(m) Notification of 83(b) Election. If
in connection with the grant of any Award, any Participant makes an election permitted under Code Section 83(b), such Participant must
notify the Company in writing of such election within ten (10) days of filing such election with the Internal Revenue Service.


 


(n) Disclaimer of Rights. No provision
in the Plan, any Award granted hereunder, or any Award Agreement entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ of or other service with the Company or to interfere in any way with the right and authority
of the Company either to increase or decrease the compensation of any individual, including any holder of an Award, at any time, or to
terminate any employment or other relationship between any individual and the Company. The grant of an Award pursuant to the Plan shall
not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business
or assets.


 



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(o) Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to such Participant
by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor
of the Company.


 


(p) Nonexclusivity of Plan. The adoption
of the Plan shall not be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive
compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically
to a particular individual or individuals) as the Board in its sole and absolute discretion determines desirable.


 


(q) Other
Benefits. No Award payment under the Plan shall be deemed compensation for purposes of computing benefits under any retirement
plan of the Company or any agreement between a Participant and the Company, nor affect any benefits under any other benefit plan of the
Company now or subsequently in effect under which benefits are based upon a Participant’s level of compensation.


 


(r) Headings. The section headings in
the Plan are for convenience only; they form no part of this Agreement and shall not affect its interpretation.


 


(s) Pronouns.
The use of any gender in the Plan shall be deemed to include all genders, and the use of the singular shall be deemed to include the
plural and vice versa, wherever it appears appropriate from the context.


 


(t) Successors and Assigns. The Plan
shall be binding on all successors of the Company and all successors and permitted assigns of a Participant, including, but not limited
to, a Participant’s estate, devisee, or heir at law.


 


(u) Severability. If any provision of
the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable
in any other jurisdiction.


 


(v) Notices.
Any communication or notice required or permitted to be given under the Plan shall be in writing, and mailed by registered or certified
mail or delivered by hand, to the Company, to its principal place of business, Attention: Human Resources, and if to the holder of an
Award, to the address as appearing on the records of the Company.


 




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ANNEX A


 


DEFINITIONS


 


“Award” means
any Restricted Stock Unit, Common Stock, Option, Performance Share, Performance Unit, Restricted Stock, Stock Appreciation Right or any
other award granted pursuant to the Plan.


 


“Award Agreement”
means a written agreement entered into by the Company and a Participant setting forth the terms and conditions of the grant of an Award
to such Participant.


 


“Board” means the board of directors
of the Company.


 


“Cause” means,
with respect to a termination of employment or other service with the Company, a termination of employment or other service due to a Participant’s
dishonesty, fraud, or willful misconduct; provided, however, that if the Participant and the Company have entered into an employment
agreement or consulting agreement which defines the term Cause, the term Cause shall be defined in accordance with such agreement with
respect to any Award granted to the Participant on or after the effective date of the respective employment or consulting agreement. The
Committee shall determine in its sole and absolute discretion whether Cause exists for purposes of the Plan.


 


“Change in Control”
means: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the
Company, or any company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership
of Company Common Stock) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing more than fifty percent (50%) or more of the value of the Company’s then outstanding securities
(the “Majority Owner”); provided, however, that no Change in Control shall occur under this paragraph (i) unless a person
who was not a Majority Owner at some time after the Effective Date becomes a Majority Owner after the Effective Date; (ii) a merger, consolidation,
reorganization, or other business combination of the Company with any other entity, other than a merger or consolidation which would result
in the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty percent (50%) by value of the securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation; or (iii)the consummation of the sale or disposition
by the Company of all or substantially all of its assets other than (x) the sale or disposition of all or substantially all of the assets
of the Company to a Person or Persons who beneficially own, directly or indirectly, at least fifty percent (50%) or more of the securities
of the Company by value at the time of the sale or (y) pursuant to a spin-off type transaction, directly or indirectly, of such assets
to the stockholders of the Company.


 


However, to the extent that
Section 409A of the Code would cause an adverse tax consequence to a Participant using the above definition, the term “Change in
Control” shall have the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation or in
the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(i)(5), as revised
from time to time in either subsequent regulations or other guidance, and in the event that such regulations are withdrawn or such phrase
(or a substantially similar phrase) ceases to be defined, as determined by the Committee.


 


“Change in Control Price”
means the price per share of Common Stock paid in any transaction related to a Change in Control of the Company.


 


“Code” means the Internal Revenue Code
of 1986, as amended, and the regulations promulgated thereunder.


 


“Committee” means
a committee or sub-committee of the Board consisting of two or more members of the Board, none of whom shall be an officer or other salaried
employee of the Company, and each of whom shall qualify in all respects as a “non-employee director” as defined in Rule 16b-3
under the Exchange Act, and as an “outside director” for purposes of Code Section 162(m). If no Committee exists, the functions
of the Committee will be exercised by the Board; provided, however, that a Committee shall be created prior to the grant of Awards
to a Covered Employee and that grants of Awards to a Covered Employee shall be made only by such Committee. Notwithstanding the foregoing,
with respect to the grant of Awards to non-employee directors, the Committee shall be the Board.


 


“Common Stock”
means the Class B common stock, par value $0.001 per share, of the Company or any other security into which such common stock shall be
changed as contemplated by the adjustment provisions of Section 5 of the Plan.


 




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“Company” means
RumbleOn, the subsidiaries of RumbleOn and all other entities whose financial statements are required to be consolidated with the financial
statements of RumbleOn pursuant to United States generally accepted accounting principles, and any other entity determined to be an affiliate
of RumbleOn as determined by the Committee in its sole and absolute discretion.


 


“Covered Employee” means “covered
employee” as defined in Code Section 162(m)(3).


 


“Covered Individual”
means any current or former member of the Committee, any current or former officer or director of the Company, or, if so determined by
the Committee in its sole discretion, any individual designated pursuant to Section 4(c).


 


“Disability” means
a “permanent and total disability” within the meaning of Code Section 22(e)(3); provided, however, that if a Participant
and the Company have entered into an employment or consulting agreement which defines the term Disability for purposes of such agreement,
Disability shall be defined pursuant to the definition in such agreement with respect to any Award granted to the Participant on or after
the effective date of the respective employment or consulting agreement. The Committee shall determine in its sole and absolute discretion
whether a Disability exists for purposes of the Plan.


 


“Dividend Equivalents”
means an amount equal to the cash dividends paid by the Company upon one share of Common Stock subject to an Award granted to a Participant
under the Plan.


 


“Eligible Individual”
means any employee, consultant, officer, director (employee or non-employee director) or independent contractor of the Company and any
Prospective Employee to whom Awards are granted in connection with an offer of future employment with the Company.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exercise Price” means the purchase
price per share of each share of Common Stock subject to an Award.


 


“Fair Market Value”
means, unless otherwise required by the Code, as of any date, the last sales price reported for the Common Stock on the day immediately
prior to such date (i) as reported by the national securities exchange in the United States on which it is then traded, or (ii) if not
traded on any such national securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry Regulatory
Authority, Inc., or if the Common Stock shall not have been reported or quoted on such date, on the first day prior thereto on which the
Common Stock was reported or quoted; provided, however, that the Committee may modify the definition of Fair Market Value to reflect
any changes in the trading practices of any exchange or automated system sponsored by the Financial Industry Regulatory Authority, Inc.
on which the Common Stock is listed or traded. If the Common Stock is not readily traded on a national securities exchange or any system
sponsored by the Financial Industry Regulatory Authority, Inc., the Fair Market Value shall be determined in good faith by the Committee.


 


“Grant Date” means,
unless otherwise provided by applicable law, the date on which the Committee approves the grant of an Award or such later date as is specified
by the Committee and set forth in the applicable Award Agreement.


 


“Incentive Stock Option” means an “incentive
stock option” within the meaning of Code Section 422.


 


“Non-Qualified Stock Option” means
an Option which is not an Incentive Stock Option.


 


“Option” means an option to purchase
Common Stock granted pursuant to Sections 6 of the Plan.


 


“Participant”
means any Eligible Individual who holds an Award under the Plan and any of such individual’s successors or permitted assigns.


 


“Performance Goals”
means the specified performance goals which have been established by the Committee in connection with an Award.


 


“Performance Period”
means the period during which Performance Goals must be achieved in connection with an Award granted under the Plan.


 



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“Performance Share”
means a right to receive a fixed number of shares of Common Stock, or the cash equivalent, which is contingent on the achievement of certain
Performance Goals during a Performance Period.


 


“Performance Unit”
means a right to receive a designated dollar value, or shares of Common Stock of the equivalent value, which is contingent on the achievement
of Performance Goals during a Performance Period.


 


“Person” shall
mean any person, corporation, partnership, limited liability company, joint venture or other entity or any group (as such term is defined
for purposes of Section 13(d) of the Exchange Act), other than a Parent or subsidiary of the Company.


 


“Plan” means this RumbleOn, Inc. 2016
Stock Incentive Plan.


 


“Prospective Employee”
means any individual who has committed to become an employee or independent contractor of the Company within sixty (60) days from the
date an Award is granted to such individual.


 


“Restricted Stock”
means Common Stock subject to certain restrictions, as determined by the Committee, and granted pursuant to Section 8 hereunder.


 


“Restricted Stock Unit”
means a right, granted under this Plan, to receive Common Stock upon the satisfaction of certain conditions, or if later, at the end of
a specified deferral period following the satisfaction of such conditions.


 


“Section 424 Employee”
means an employee of the Company or any “subsidiary corporation” or “parent corporation” as such terms are defined
in and in accordance with Code Section 424. The term “Section 424 Employee” also includes employees of a corporation issuing
or assuming any Options in a transaction to which Code Section 424(a) applies.


 


“Stock Appreciation
Right” means the right to receive all or some portion of the increase in value of a fixed number of shares of Common Stock granted
pursuant to Section 7 hereunder.


 


“RumbleOn” means RumbleOn, Inc., a
Nevada corporation.


 


“Transfer” means, as a noun, any direct
or indirect, voluntary or involuntary, exchange, sale, bequeath, pledge, mortgage, hypothecation, encumbrance, distribution, transfer,
gift, assignment or other disposition or attempted disposition of, and, as a verb, directly or indirectly, voluntarily or involuntarily,
to exchange, sell, bequeath, pledge, mortgage, hypothecate, encumber, distribute, transfer, give, assign or in any other manner whatsoever
dispose or attempt to dispose of.


 


 


Restated October __, 2021


 


 


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