rmbl_ex103





 










 



Exhibit 10.3



 


 



REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

 


THIS REGISTRATION RIGHTS AND LOCK-UP
AGREEMENT (this “Agreement”), dated as of
March 12, 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 Plan of Merger and Equity Purchase Agreement,
dated March 12, 2021(the “Merger and Equity Purchase
Agreement”), by and among RO Merger Sub I, Inc.,
an Arizona corporation and wholly owned subsidiary of the Company,
RO Merger Sub II, Inc., an Arizona corporation and wholly owned
subsidiary of the Company, RO Merger Sub III, Inc., an Arizona
corporation and wholly owned subsidiary of the Company, RO Merger
Sub IV, Inc., an Arizona corporation and wholly owned subsidiary of
the Company, C&W Motors, Inc., an Arizona corporation, Metro
Motorcycle, Inc., an Arizona corporation, Tucson Motorcycles, Inc.,
an Arizona corporation, and Tucson Motorsports, Inc., an Arizona
corporation, William Coulter, an individual (“Coulter”), Mark Tkach, an
individual (and together with Coulter, the “Principal Owners”), and
together with the parties joining therein (together with the
Principal Owners, the “Sellers”) and Mark Tkach,
as the representative of the Sellers, setting forth the terms of a
business combination (“Business Combination”);
and

 


WHEREAS, in connection with the Merger
and Equity Purchase Agreement, the Sellers shall receive shares of
Common Stock, pursuant to the terms of the Merger and Equity
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 Business
Combination (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 effective, 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 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.

 


 







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(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.

 

(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.

 


 




 





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2. Reserved.

 

3. Piggyback
Registrations.

 

(a) Right to Piggyback. If, at any
time on or after the date the Company consummates the Business
Combination, 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.

 

(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 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 (iii) third, 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 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 (iii) third, other securities requested to be included in such
registration which, in the opinion of such underwriters, can be
sold, without any such adverse effect.

 


 




 





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(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.

 

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);

 


 




 





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(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;

 

(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;

 


 




 





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(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.

 


 




 





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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 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.

 

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 the 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 9 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.

 


 




 





8








 






 

(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.

 

(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 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.

 


 




 





9








 






 

(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.

 

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.

 


 




 





10








 






 

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 Business Combination (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(c) 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(d), 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 March 12, 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.”

 


 




 





11








 






 

(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
legends in Section
11(e) 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 Section 11(f)(i).

 

12. Reserved.

 

13. 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, FL.

 

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

 

(d) “Common Stock” means the
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.

 


 




 





12








 






 

(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 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.

 

(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 shall
mean the (a) 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, (b) 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 (c) public announcement of any intention
to effect any transaction specified in clause (a) or
(b).

 


 




 





13








 






 

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

 

14. 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, including without limitation the Original
Agreements.

 

(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.

 

(e) Reserved.

 


 




 





14








 






 

(f) 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 14(f)
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.

 

(g) 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 this Section
13(g) 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(g) shall be null and
void.

 

(h) 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.

 

(i) 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.

 


 




 





15








 






 

(j) 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.

 

(k) 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.”

 

(l) Governing Law; Jurisdiction.
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. The parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Agreement
or the transactions contemplated hereby shall be brought in any
Nevada State Court, or if such court does not have subject matter
jurisdiction, any court of the United States located in the State
of Nevada. Each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such
court.

 


 




 





16








 






 

(m) 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 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(m)):

 


	

if to
the Company:


 


RumbleOn,
Inc.


901 W.
Walnut Hill Lane


Irving,
Texas 75038


Tel:
469.250.1185


Attention:
Marshall Chesrown (marshall@rumbleon.com), Steve Berrard
(sberrard@newrivercapital.com),
and Peter Levy (peter@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:
Michael Francis (michael.francis@akerman.com) and Christina
Russo (christina.russo@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

 




 





17








 






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


 


 


	
 







 

 







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


 


	

 


William
Coulter_______________________


Name of
Individual (Please
print)

	

 


 


Name of
Entity (Please
print)


	

 


 



/s/ William Coulter____________________


Signature
____________________

	

 


 


By:                                                                 


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


 


	

 


Mark
Tkach_________________________


Name of
Individual (Please
print)

	

 


 


Name of
Entity (Please
print)


	

 


 



/s/ Mark Tkach______________________


Signature
____________________

	

 


 


By:                                                                 


Name:


Title:


	
 

	
 


	
 

	
 


	
 







 

 


Holder
Address for Notices:


______________________________


______________________________


______________________________


Facsimile:
_____________________


Attention:
_____________________


 







20








 






 



Schedule A

 


Schedule
of Holders

 


William
Coulter


Mark
Tkach







21








 






 


 



Schedule B

 


Lock-Up
Holders

 


William
Coulter


Mark
Tkach


 

 




22