Exhibit 4.3


 


THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION
OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


RUMBLEON,
INC.


 


FORM
OF WARRANT TO PURCHASE CLASS B COMMON STOCK


 


Date
of Issuance: August 31, 2021 (“Issuance Date”)


 


Reference
is hereby to (x) that certain Warrant to Purchase Class B Common Stock issued by RumbleOn, Inc., a Nevada corporation (the “Company”),
to Oaktree Capital Management, L.P. (“Oaktree”) with the date of issuance of March 12, 2021 (as amended by that First
Amendment to Warrant to Purchase Class B Common Stock made and entered into as of July 15, 2021, by and between the Company and Oaktree,
the “Initial Warrant”) and (y) that certain Assignment of Warrant to Purchase Class B Common Stock, dated as
of the date hereof, and executed and effective prior to the execution hereof, by and among the Company, Oaktree and certain other parties
signatory thereto, including, without limitation [    ] the registered holder
hereof or its permitted assigns (the “Holder”).


 


In
connection with the Merger Closing (as defined below), the Company and the Holder have agreed, to amend and restate the Initial Warrant
in its entirety as set forth herein.


 


The
Company certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder
is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at the Exercise Price (as defined in
Section 1(c) below) then in effect, upon surrender of this Warrant to Purchase Class B Common Stock (including any Warrants to
purchase Class B Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times
on or after the Issuance Date (as defined below), but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below),
the Warrant Shares (as defined below). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings
set forth in Section 18.


 






     


     


    

 


1. EXERCISE
OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability
Date, in whole or in part, by (i) delivery of a written notice (including via email), in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant to the Company, and (ii) if the Holder is not electing a
Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant, payment to the Company of an amount equal to the
applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”). The Holder
shall not be required to surrender this Warrant in order to effect an exercise hereunder, provided, that in the event of an exercise
of this Warrant for all Warrant Shares then issuable hereunder, the Holder shall surrender this Warrant to the Company by the third (3rd)
Trading Day following the Share Delivery Date (as defined below). On or before the first (1st) Trading Day following the date on which
the Company has received the Exercise Notice, the Company shall transmit by email an acknowledgement of confirmation of receipt of the
Exercise Notice to the Holder. No ink original or medallion guarantee shall be required on any Exercise Notice. The Company shall cause
the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by (x)(i) crediting the account of
the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian
system (or any equivalent or replacement system) if the Company is then a participant in such system and if the Warrant Shares may be
so delivered, and (ii) either (with respect to the Common Stock) (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by
the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming Cashless Exercise of the Warrant), or (y) otherwise
by physical delivery of a certificate or copy of book-entry form representing such shares, registered in the Company’s share register
in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the address specified by the Holder in the Exercise Notice, by the date that is the earlier of (i) two (2) Trading Days after the
delivery to the Company of the Exercise Notice, and (ii) the number of Trading Days comprising the Standard Settlement Period after the
delivery to the Company of the Exercise Notice (such date, the “Share Delivery Date”), provided, that, except
in the case of a Cashless Exercise of the Warrant, the Company shall have received the Aggregate Exercise Price payable by the Holder
for the Warrant Shares purchased hereunder on or prior to the applicable Share Delivery Date. If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no
event later than two (2) Trading Days after any exercise and at the Company’s own expense, issue a new Warrant (in accordance with
Section 8(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. The Company shall pay any and all taxes
that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company agrees that
the Transfer Agent shall at all times be a participant in the FAST program (or any equivalent or replacement program) so long as this
Warrant remains outstanding and exercisable. Upon delivery of the Exercise Notice, so long as the Aggregate Exercise Price, in the case
of a Cash Exercise, is delivered to the Company on or before the first (1st) Trading Day following delivery of the Exercise Notice, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date such Warrant Shares are issued and deposited into the Holder’s account with
the Transfer Agent. If the Aggregate Exercise Price, in the case of a Cash Exercise, is delivered to the Company any time after the first
(1st) Trading Day following delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised on the date of delivery of the Aggregate
Exercise Price.


 


(b) Failure
to Deliver and Buy-In Remedy. If the Company fails for any reason (other than failure to receive any applicable Aggregate Exercise
Price) to deliver to the Holder the Warrant Shares subject to an Exercise Notice by the Share Delivery Date, the Company shall pay to
the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on
the Weighted Average Price of the Class B Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise as provided in the next sentence, provided,
however, that Holder shall not be entitled to any liquidated damages pursuant to this sentence if Holder is entitled to a cash
payment in connection with a Buy-In. Any payments made pursuant to this Section 1(b) shall not constitute the Holder’s exclusive
remedy for such events; provided further, however, that any payments made by the Company pursuant to this Section 1(b)
shall reduce the amount of any damages that the Holder may be entitled to as a remedy for such events. If the Company fails to cause
the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 1(a) by the Share Delivery Date, then the
Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to
cause the Transfer Agent to issue and deposit into the Holder’s account with the Transfer Agent such number of Warrant Shares to
which the Holder is entitled upon the Holder’s exercise pursuant to an exercise on or before the Share Delivery Date, and if after
such Share Delivery Date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s
brokerage firm otherwise purchases, shares of Class B Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (i) pay in cash
to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for
the shares of Class B Common Stock, so purchased in such Buy-In exceeds (y) the amount obtained by multiplying (1) the number of shares
of Class B Common Stock purchased in such Buy-In by (2) the price at which the sell order giving rise to such Buy-In was executed, and
(ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to Holder the number of shares of Class B
Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder (in which
case, if Holder has not previously delivered to the Company the Aggregate Exercise Price for such shares of Class B Common Stock, Holder
shall be required to deliver such Aggregate Exercise Price to the Company prior the delivery of such shares of Class B Common Stock).


 




    2


     


    

 


(c) Exercise
Price. For purposes of this Warrant, “Exercise Price” shall mean $33.00 per share of Common Stock, subject to
adjustments as set forth in Section 2.


 


(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion, exercise this Warrant
in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Class B Common
Stock determined according to the following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


B


 


For
purposes of the foregoing formula:


 


A=
the total number of Warrant Shares with respect to which this Warrant is then being exercised.


 


B=
the Weighted Average Price of the shares of Class B Common Stock (as reported by Bloomberg) on the date immediately preceding the date
of the Exercise Notice.


 


C=
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


The
Company hereby covenants and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the
Holder pursuant to Rule 3(a)(9) of the Securities Act.


 


(e) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


2. ADJUSTMENT
OF EXERCISE PRICE. The Exercise Price for the Warrant Shares shall be subject to adjustment (without duplication) upon the occurrence
of any of the following events at any time after the Issuance Date:


 


(a) Stock
Dividends, Combinations and Splits. The issuance of Common Stock as a dividend or distribution to all holders of Class B Common Stock,
or a subdivision, combination, split, reverse split or reclassification of the outstanding shares of Class B Common Stock into a greater
or smaller number of shares, in which event the Exercise Price shall be adjusted based on the following formula:


 


		where:	



 


	 	E1=	the
    Exercise Price in effect immediately after (i) 9:00 a.m., New York City time (the “Open of Business”) on
    the first date on which the Class B Common Stock can be traded without the right to receive an issuance or distribution (the “Ex-Date”)
    in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination,
    split, reverse split or reclassification;


 


	 	E0=	the
    Exercise Price in effect immediately prior to (i) the Open of Business on the Ex-Date in the case of a dividend or distribution
    or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification;


 


	 	N0=	the
    number of shares of Class B Common Stock outstanding immediately prior to (i) the Open of Business on the Record Date in the
    case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split,
    reverse split or reclassification; and


 


	 	N1= 	the
    number of shares of Class B Common Stock equal to (i) in the case of a dividend or distribution, the sum of the number of shares
    outstanding immediately prior to the Open of Business on the Record Date for such dividend or distribution plus the total number
    of shares issued pursuant to such dividend or distribution or (ii) in the case of a subdivision, combination, split, reverse
    split or reclassification, the number of shares outstanding immediately after such subdivision, combination, split, reverse split
    or reclassification.


 









    3


     


    

 



Such
adjustment shall become effective immediately after (i) the Open of Business on the Ex-Date in the case of a dividend or distribution
or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification.
If any dividend or distribution or subdivision, combination, split, reverse split or reclassification of the type described in this Section
2 is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then
be in effect if such dividend or distribution or subdivision, combination, split, reverse split or reclassification had not been declared
or announced, as the case may be. If any event occurs of the type contemplated by the provisions of this Section 2(a) but not
expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights
or other rights with equity features to the holders of the Company’s equity securities), then the Board of Directors will make
an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder; provided,
that no such adjustment pursuant to this paragraph will increase the Exercise Price or decrease the number of Warrant Shares as otherwise
determined pursuant to this Section 2.


 


(b) Below
Exercise Price Issuances. Other than any dividend or distribution covered in Section 2(c), below, if there is an issuance
of Convertible Securities (other than the issuance of Class B Common Stock upon the exercise of any Convertible Securities outstanding,
and at the Effective Price in effect (as may be adjusted as provided for in the instrument governing such Convertible Security), as of
the date of the Merger Agreement) with an Effective Price lower than the Exercise Price, the Exercise Price will be adjusted to be the
Effective Price of such Convertible Securities being issued. Such adjustment shall become effective immediately after the Open of Business
on the second Business Day preceding (i) the Ex-Date in the case of a dividend or distribution or (ii) the date of the issuance in the
case of an issuance other than a dividend or distribution. In the event that an issuance of such Convertible Securities is announced
but such Convertible Securities are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then
be in effect if such issuance had not occurred.


 


(c) Other
Dividends and Distributions. The issuance as a dividend or distribution to any holders of Class B Common Stock of evidences of indebtedness,
shares of capital stock or other securities (other than Common Stock that is the subject of Section 2(a) above, or Purchase Rights
that are the subject of Section 4(a) below), cash or other property, in which event the Exercise Price will be adjusted based
on the following formula:


 


		where:	



 


	 	E1= 	the
    Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution;


 


	 	E0= 	the
    Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution;


 


	 	P= 	the
    Weighted Average Price of a share of Class B Common Stock immediately prior to the Open of Business on the second Business Day preceding
    the Ex-Date for such dividend or distribution; and


 


	 	FMV= 	the
    Fair Market Value of the portion of such dividend or distribution applicable to one share of Class B Common Stock as of the Open
    of Business on the Ex-Date for such dividend or distribution.


 








    4


     


    

 



Such
decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event
that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be
the Exercise Price which would then be in effect if such distribution had not been declared or announced.


 


(d) Tender
or Exchange Offer. The payment in respect of any tender offer or exchange offer by the Company for outstanding Class B Common Stock
on a pro rata basis, where the cash and Weighted Average Price of any other consideration included in the payment per share of the Class
B Common Stock exceeds the Weighted Average Price of a share of Class B Common Stock as of the Open of Business on the second Business
Day preceding the expiration date of the tender or exchange offer (the “Offer Expiration Date”), in which event the
Exercise Price will be adjusted based on the following formula:


 


		where:	



 


	 	E1= 	the
    Exercise Price in effect immediately after the Close of Business on the Offer Expiration Date;


 


	 	E0= 	the
    Exercise Price in effect immediately prior to the Close of Business on the Offer Expiration Date;


 


	 	N0= 	the
    number of shares of Class B Common Stock outstanding immediately prior to the expiration of the tender or exchange offer (prior to
    giving effect to the purchase or exchange of shares);


 


	 	N1= 	the
    number of shares of Class B Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving
    effect to the purchase or exchange of shares);


 


	 	A= 	the
    aggregate cash and Weighted Average Price of any other consideration payable for shares of Class B Common Stock purchased in such
    tender offer or exchange offer; and


 


	 	P= 	the
    Weighted Average Price of a share of Class B Common Stock as of the Open of Business on the second Business Day preceding the Offer
    Expiration Date.


 


An
adjustment, if any, to the Exercise Price pursuant to this Section 2(d) shall become effective immediately after the Close of
Business on the Offer Expiration Date. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of
Class B Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented
by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted
to be the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth
in the preceding sentence, if the application of this Section 2(d) to any tender offer or exchange offer would result in an increase
in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this Section 2(d).


 


(e) Multiple
Adjustments. If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of this Section
2, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest, relative to the
rights and interests of the registered holders of the Warrants then outstanding, absolute value. For the purpose of calculations pursuant
to this Section 2, the number of shares of Class B Common Stock outstanding shall be based solely on the number of shares of Class
B Common Stock outstanding on the applicable date of determination, without giving effect to the conversion of any Convertible Securities
outstanding as of such date.


 







    5


     


    

 



(f) Adjustment
Timing. Solely with respect to an exercise of this Warrant for Class B Common Stock, notwithstanding anything to the contrary set
forth in this Section 2 or any other provision of this Warrant, if an Exercise Price adjustment becomes effective on any Ex-Date,
and a Holder that has exercised this Warrant on or after such Ex-Date and on or prior to the related Record Date would be treated as
the record holder of the Class B Common Stock on or prior to such Record Date, then, the Exercise Price adjustment relating to such Ex-Date
will not be made for such exercising Holder. Instead, such Holder will be treated as if it were the record owner of shares of Class B
Common Stock on an un-adjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.


 


3. ADJUSTMENTS
TO NUMBER OF WARRANTS. Concurrently with any adjustment to the Exercise Price under Section 2 (other than Section 2(b)),
the number of Warrant Shares hereunder will be adjusted such that the number of Warrant Shares in effect immediately following the effectiveness
of such adjustment will be equal to the number of Warrant Shares in effect immediately prior to such adjustment, multiplied by a fraction,
(i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment, and (ii) the denominator of
which is the Exercise Price in effect immediately following such adjustment.


 


4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase
Rights. If at any time after the Issuance Date and prior to the Expiration Date the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all of the record holders of any
class of shares of Class B Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon
the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held
the number of shares of Class B Common Stock acquirable upon complete exercise of this Warrant, assuming a Cash Exercise for Class B
Common Stock (in both cases, and without regard to any limitations on the exercise of this Warrant) on the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Class B Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(b) Fundamental
Transactions. Upon the occurrence of any Fundamental Transaction in which the Company is neither the Successor Entity nor the Parent
Entity of the Successor Entity, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with
the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of any Fundamental Transaction pursuant
to which holders of shares of Class B Common Stock are entitled to receive shares of stock, securities, cash, assets or any other property
with respect to or in exchange for shares of Class B Common Stock, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon exercise of this Warrant at any time after the consummation of such Fundamental Transaction, in lieu of, or
in addition to, the shares of the Class B Common Stock (or other share of stock, securities, cash, assets or other property purchasable
upon the exercise of the Warrant prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other
property whatsoever (including warrants or other purchase or subscription rights), if any, that the Holder would have been entitled to
receive upon the happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction,
as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Class B Common Stock are entitled to
receive shares of stock, securities, cash, assets or any other property with respect to or in exchange for shares of Class B Common Stock,
the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon exercise of this
Warrant within thirty (30) days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date,
in lieu of, or in addition to, the Warrant Shares (or other securities, cash, assets or other property) purchasable upon the exercise
of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening
of such Fundamental Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction.


 




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5. RESERVATION
OF WARRANT SHARES. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved shares of Class B Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, at least a number of shares of Class B Common Stock equal to 100% of the number of shares
of Class B Common Stock which are then issuable and deliverable upon the Cash Exercise of this entire Warrant for shares of Class B Common
Stock, assuming a Cash Exercise of the Warrant (the “Required Reserve Amount”), free from preemptive or any other
contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions in Section 2).
The Company covenants that all shares of Class B Common Stock so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.
The Company will take all such actions as may be reasonably necessary, including but not limited to seeking stockholder approval, to
assure that such shares of Class B Common Stock may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any Eligible Market upon which the Class B Common Stock may be listed.


 


6. INSUFFICIENT
AUTHORIZED SHARES. If at any time while this Warrant remains outstanding the Company does not have reserved for issuance upon exercise
of this Warrant at least the then Required Reserve Amount (an “Authorized Share Failure”), then the Company shall
immediately take all action necessary to increase the Company’s authorized shares of Class B Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than
one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Class B Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Class B Common Stock and to cause the Board of Directors to recommend to the stockholders that
they approve such proposal.


 


7. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a Holder, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as a Holder,
any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder which such Person is then entitled to receive
upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.


 


8. REGISTRATION
AND REISSUANCE OF WARRANTS.


 


(a) Registration
of Warrant. The Company shall register this Warrant, upon the records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary. The Company shall also register any transfer, exchange, reissuance or cancellation of
any portion of this Warrant in the Warrant Register. This Warrant shall automatically be cancelled at 11:59:01 p.m., New York time, on
the Expiration Date and upon such cancellation, the Company shall register the cancellation of this Warrant in the Warrant Register.


 




    7


     


    

 


(b) Transfer
of Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may
otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be transferred, the
Holder shall surrender this Warrant to the Company, together with all applicable transfer taxes and all additional documentation (including,
without limitation, an opinion of counsel reasonably satisfactory to the Company) reasonably requested by the Company to confirm that
any such transfer of this Warrant complies with applicable securities laws, whereupon the Company will promptly issue and deliver upon
the order of the Holder a new Warrant (in accordance with Section 8(e)), registered as the Holder may request, representing the
right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then
underlying this Warrant is being transferred, a new Warrant (in accordance with Section 8(e)) to the Holder representing the right
to purchase the number of Warrant Shares not being transferred. The acceptance and execution of the new Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new Warrant that the Holder
has in respect of this Warrant.


 


(c) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, if requested by the Company, of any indemnification undertaking
by the Holder to the Company in customary form by the Holder to the Company (but without the requirement to post a bond) and, in the
case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant
(in accordance with Section 8(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(d) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance with Section 8(e)) representing in the
aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the
right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided,
however, that the Company shall not be required to issue new Warrants for fractional Warrant Shares hereunder.


 


(e) Issuance
of New Warrants. Whenever the Company or its Transfer Agent, as directed by the Company, is required to issue a new Warrant pursuant
to the terms of this Warrant, such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as indicated on the face
of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant, (iii) have an issuance date, as indicated
on the face of such new Warrant which is the same as the Issuance Date and (iv) have the same terms and conditions as this Warrant.


 


9. REGISTRATION
RIGHTS.


 


(a) Filing
of Registration Statement. As soon as reasonably practicable, but in no event later than twenty (20) days following the Merger Closing
(such date of filing is referred to as the “Filing Date”), the Company shall file a registration statement covering
the resale of the Warrant Shares on a registration statement (the “Registration Statement”) with the SEC and effect
the registration, qualifications or compliances (including, without limitation, the execution of any required undertaking to file post-effective
amendments, appropriate qualifications or exemptions under applicable blue sky or other state securities laws and appropriate compliance
with applicable securities laws, requirements or regulations) as promptly as possible after the filing thereof, but in any event prior
to the date that is sixty (60) days after the Filing Date.


 


(b) Expenses.
All registration expenses incurred in connection with any registration, qualification, exemption or compliance pursuant to this Section
9 shall be borne by the Company.


 




    8


     


    

 


(c) Registration
Defaults. The Company further agrees that, in the event that the Registration Statement (i) has not been filed with the SEC by the
date such filing is required pursuant to Section 9(a), (ii) has not been declared effective by the SEC by the date such filing
is required pursuant to Section 9(a) (or, in the event the Company receives comments on such Registration Statement, the date
that is ninety (90) days after the Filing Date), or (iii) after the Registration Statement is declared effective by the SEC, is suspended
by the Company or ceases to remain continuously effective as to all Warrant Shares for which it is required to be effective, other than,
in each case, within the time period(s) permitted by Section 9(f)(ii) (each such event referred to in clauses (i), (ii) and (iii),
(a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration
Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration
Default if such Registration Default has not been cured by such date), the Exercise Price then in effect shall be reduced by an amount
equal to one percent (1%) of such Exercise Price for each Penalty Period during which the Registration Default remains uncured; provided,
however, that if the Holder fails to provide the Company with any information that is required to be provided in the Registration
Statement with respect to the Holder as set forth herein, then the commencement of the Penalty Period described above shall be extended
until five Business Days following the date of receipt by the Company of such required information; provided further, that the
amount payable to the Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty
Period during which a Registration Default remains uncured. The Company shall deliver said cash payment to the Holder by the fifth Business
Day after the end of such Penalty Period. If the Company fails to pay said cash payment to the Holder in full by the fifth Business Day
after the end of such Penalty Period, the Company will pay interest thereon at a rate of ten percent (10%) per annum (or such lesser
maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are
due until such amounts, plus all such interest thereon, are paid in full.


 


(d) Registration
Period Covenants. In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this
Warrant, the Company shall, upon reasonable request, inform the Holder as to the status of such registration, qualification, exemption
and compliance. At its expense, during the Registration Period, the Company shall:


 


(i) except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Registration Statement
under Section 9(f)(ii), use its commercially reasonable efforts to keep such registration, and any qualification, exemption or
compliance under state securities laws that the Company determines to obtain, continuously effective with respect to the Holder, and
to keep such Registration Statement free of any material misstatements or omissions, until the later of the following: (i) the second
anniversary of the Issuance Date and (ii) the date all Warrant Shares may be sold under Rule 144 during any 90 day period without volume
or manner of sale limitations. The period of time during which the Company is required hereunder to keep the Registration Statement effective
is referred to herein as the “Registration Period;”


 


(ii) advise
the Holders:


 


(A) within
two Business Days when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement
or any post-effective amendment thereto has become effective;


 


(B) within
five Business Days of any request by the SEC for amendments or supplements to the Registration Statement or the prospectus included therein
or for additional information;


 


(C) within
five Business Days of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation
of any proceedings for such purpose;


 


(D) within
five Business Days of the receipt by the Company of any notification with respect to the suspension of the qualification of the Warrant
Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(E) within
five Business Days of the occurrence of any event that requires the making of any changes in the Registration Statement or the prospectus
so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made)
not misleading; provided that, the Company shall not be required to provide, and shall not provide, the Holder or its representatives
with material, non-public information unless the Holder agrees to receive such information and enters into a written confidentiality
agreement with the Company in a form reasonably acceptable to the Company;


 




    9


     


    

 


(F) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;


 


(G) promptly
deliver to the Holder, without charge, as many copies of the prospectus included in such Registration Statement and any amendment or
supplement thereto as the Holder may reasonably request in writing; and the Company consents to the use, consistent with the provisions
hereof, of the prospectus or any amendment or supplement thereto by the Holder of Warrant Shares in connection with the offering and
sale of the Warrant Shares covered by the prospectus or any amendment or supplement thereto;


 


(H) if
the Holder so requests in writing, deliver to the Holder, without charge, (i) one copy of the following documents, other than those documents
available via EDGAR: (A) its annual report to its stockholders, if any (which annual report shall contain financial statements audited
in accordance with generally accepted accounting principles in the United States of America by a firm of certified public accountants
of recognized standing), (B) if not included in substance in its annual report to stockholders, its annual report on Form 10-K (or similar
form), (C) its definitive proxy statement with respect to its annual meeting of stockholders, (D) each of its quarterly reports to its
stockholders, and, if not included in substance in its quarterly reports to stockholders, its quarterly report on Form 10-Q (or similar
form), and (E) a copy of the full Registration Statement (the foregoing, in each case, excluding exhibits); and (ii) if explicitly requested,
all exhibits excluded by the parenthetical to the immediately preceding clause (E);


 


(I) prior
to any public offering of Warrant Shares pursuant to any Registration Statement, promptly take such actions as may be necessary to register
or qualify or obtain an exemption for offer and sale under the securities or blue sky laws of such United States jurisdictions as any
such Holders reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process
in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Warrant Shares covered by such Registration Statement;


 


(J) upon
the occurrence of any event contemplated by Section 9(d)(ii)(E) above, except for such times as the Company is permitted hereunder
to suspend the use of the prospectus forming part of the Registration Statement, the Company shall use its commercially reasonable efforts
to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Warrant Shares included therein,
the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;


 


(K) otherwise
use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC that
could affect the sale of the Warrant Shares;


 


(L) use
its commercially reasonable efforts to cause all Warrant Shares to be listed on each securities exchange or market, if any, on which
equity securities issued by the Company have been listed;


 


(M) use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Warrant Shares contemplated hereby
and to enable the Holders to sell Warrant Shares under Rule 144;


 


(N) provide
to the Holder and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial
and other records during normal business hours and make available on reasonable prior notice and during normal business hours its officers,
directors and employees for questions regarding information that the Holder may reasonably request in order to fulfill any due diligence
obligation on its part; and


 




    10


     


    

  


(O) at
the Holder’s expense, permit a single counsel for the Holder to review the Registration Statement and all amendments and supplements
thereto, at least two Business Days prior to the filing thereof with the SEC;


 


(iii) upon
request from the Holder, take all customary actions, and to cause the Transfer Agent to take all reasonable actions, necessary to remove
any legend on the Warrant Shares at the earliest possible time permitted by applicable law; and


 


(iv) provide
a legal opinion of the Company's outside counsel, dated the effective date of such Registration Statement, 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.


 


(e) Indemnity.


 


(i) To
the extent permitted by law, the Company shall indemnify the Holder and each Person controlling the Holder within the meaning of Section
15 of the Act, with respect to which any registration that has been effected pursuant to this Section 9, against all claims, losses,
damages and liabilities (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced
or threatened (subject to Section 9(e)(iii) below), arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in the Registration Statement, prospectus, any amendment or supplement thereof, or other document incident
to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they
were made, or any violation by the Company of any rule or regulation promulgated by the Act applicable to the Company and relating to
any action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse
the Holder and each Person controlling the Holder, for reasonable legal and other out-of-pocket expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that the Company will
not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and
in conformity with written information furnished to the Company by or on behalf of the Holder for use in preparation of such Registration
Statement, prospectus, amendment or supplement; provided further that the Company will not be liable in any such case where the
claim, loss, damage or liability arises out of or is related to the failure of the Holder to comply with the covenants and agreements
contained in this Warrant respecting sales of Warrant Shares, and except that the foregoing indemnity agreement is subject to the condition
that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary
prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the Registration Statement becomes effective
or in the amended prospectus filed with the SEC pursuant to Rule 424(b) or in the prospectus subject to completion under Rule 434 of
the Act, which together meet the requirements of Section 10(a) of the Act (the “Final Prospectus”), such indemnity
shall not inure to the benefit of the Holder or any such controlling Person, if a copy of the Final Prospectus furnished by the Company
to the Holder for delivery was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the
time such furnishing is required by the Act and the Final Prospectus would have cured the defect giving rise to such loss, liability,
claim or damage.


 


(ii) The
Holder will severally, and not jointly, indemnify the Company, each of its directors and officers, and each Person who controls the Company
within the meaning of Section 15 of the Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including
any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Section 9(e)(iii) below), arising
out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, prospectus,
or any amendment or supplement thereof, incident to any such registration, or based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances
in which they were made, and will reimburse the Company, such directors and officers, and each Person controlling the Company for reasonable
legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability
or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission or allegation thereof
is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder about the
Holder for use in preparation of the Registration Statement, prospectus, amendment or supplement; provided that the indemnity
shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of the prospectus
was not made available to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing
is required by the Act and the Final Prospectus would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding
the foregoing, the Holder’s aggregate liability pursuant to this subsection (ii) shall be limited to the net amount received by
the Holder from the sale of the Warrant Shares giving rise to such claims, losses, damages and liabilities (and actions in respect thereof).


 




    11


     


    

 


(iii) Each
party entitled to indemnification under this Section 9(e) (the “Indemnified Party”) shall give notice to the
party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or
delayed), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided further
that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations
under this Warrant, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An
Indemnifying Party shall not be liable for any settlement of an action or claim effected without its written consent (which consent will
not be unreasonably withheld or delayed). No Indemnifying Party, in its defense of any such claim or litigation, shall, except with the
consent (such consent not to be unreasonably withheld or delayed) of the Indemnified Party consent to entry of any judgment or enter
into any settlement that 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. 


 


(iv) If
the indemnification provided for in this Section 9(e) is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party or is insufficient to hold such Indemnified Party harmless with respect to any loss, liability, claim, damage or expense referred
to therein, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. Notwithstanding the foregoing, the Holder’s aggregate liability pursuant to this subsection (iv) shall be limited to
the net amount received by the Holder from the sale of Warrant Shares giving rise to such loss, liability, claim, damage or expense (or
actions in respect thereof) less all other amounts paid as damages in respect thereto.


 


(f) Additional
Covenants and Agreements of the Holder.


 


(i) The
Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement
or amendment to a prospectus relating to Warrant Shares so that, as thereafter delivered to the Holder, such prospectus shall not contain
an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, the Holder will forthwith discontinue disposition of Warrant Shares pursuant to the Registration Statement and
prospectus contemplated by Section 9(a) until its receipt of copies of the supplemented or amended prospectus from the Company
and, if so directed by the Company, the Holder shall deliver to the Company all copies, other than permanent file copies then in the
Holder’s possession, of the prospectus covering such Warrant Shares current at the time of receipt of such notice.


 


(ii) The
Holder shall suspend, upon written request of the Company, any disposition of Warrant Shares pursuant to the Registration Statement and
prospectus contemplated by Section 9(a) during no more than 90 calendar days (which need not be consecutive days) during any 12-month
period to the extent that the Board of Directors of the Company determines in good faith that the sale of Warrant Shares under the Registration
Statement would be reasonably likely to cause a violation of the Act or Exchange Act; provided, that, in the event the Company requests
such suspension, then the Expiration Date shall be extended by a number of Trading Days equal to the number of Trading Days that occur
during such suspension.


 




    12


     


    

 


(iii) As
a condition to the inclusion of its Warrant Shares, the Holder shall furnish to the Company such information regarding the Holder and
the distribution proposed by the Holder as the Company may reasonably request in writing, including completing a Registration Statement
questionnaire in the form provided by the Company, or as shall be required in connection with any registration referred to in this Section
9.


 


(iv) The
Holder hereby covenants with the Company (A) not to make any sale of the Warrant Shares without effectively causing the prospectus delivery
requirements under the Act to be satisfied, and (B) if such Warrant Shares are to be sold by any method or in any transaction other than
on a national securities exchange, Nasdaq or in the over-the-counter market, in privately negotiated transactions, or in a combination
of such methods, to notify the Company at least five Business Days prior to the date on which the Holder first offers to sell any such
Warrant Shares.


 


The
Holder acknowledges and agrees that the Warrant Shares sold pursuant to the Registration Statement are not transferable on the books
of the Company unless the stock certificate submitted to the Transfer Agent evidencing such Warrant Shares is accompanied by a certificate
reasonably satisfactory to the Company to the effect that (A) the Warrant Shares have been sold in accordance with such Registration
Statement and (B) the requirement of delivering a current prospectus has been satisfied.


 


(v) The
Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such Registration Statement that
would constitute a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.


 


(vi) At
the end of the Registration Period, the Holders shall discontinue sales of shares pursuant to such Registration Statement upon receipt
of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain
unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of
such notice from the Company.


 


(g) Additional
Covenants and Agreements of the Company. With a view to making available to the Holder the benefits of certain rules and regulations
of the SEC that at any time permit the sale of the Warrant Shares to the public without registration, so long as the Holder still own
Warrant Shares, the Company shall use its commercially reasonable efforts to:


 


(i) make
and keep public information available, as those terms are understood and defined in Rule 144, at all times;


 


(ii) file
with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and


 


so
long as the Holder owns any Warrant Shares, make available or furnish to the Holder, upon any reasonable request, a written statement
by the Company as to its compliance with Rule 144 and of the Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company as the Holder may reasonably request in availing itself of any rule or regulation
of the SEC allowing the Holder to sell any such securities without registration.


 


(h) Assignment
of Registration Rights. The rights to cause the Company to register Warrant Shares granted to the Holder by the Company under Section
9(a) may be assigned by the Holder in connection with a transfer by the Holder to a transferee of the Warrants and all Warrant Shares,
provided, however, that (i) such transfer complies with all applicable securities laws and with the terms and provisions of the Warrant;
(ii) the Holder gives prior written notice to the Company; and (iii) such transferee agrees in writing to comply with the terms and provisions
of the Warrant, and has provided the Company with a completed Registration Statement questionnaire in such form as is reasonably requested
by the Company.


 




    13


     


    

 


10. CERTAIN
TAX MATTERS.


 


(a) No
Deductions or Withholdings. The grant of this Warrant shall be made free and clear of, and without any deduction or withholding for
or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied by any national,
state, provincial or local taxing authority, or will be grossed up by Company for such amounts.


 


(b) Cooperation.
In addition, and in connection with the ownership by Holder of this Warrant and any Class B Common Stock issuable upon the exercise of
this Warrant, Company shall (and shall cause its subsidiaries to) reasonably cooperate with the Holder, and use commercially reasonable
efforts to provide the Holder with all reasonably requested information, records, and documents related to Company and its subsidiaries
that are necessary for, the completion of tax and information returns of the Holder and its Affiliates (or their direct or indirect equity
owners) and their compliance with any applicable tax laws, including with respect to withholding tax obligations. Without limiting the
generality of the foregoing, (x) in the event that Company makes or has made any actual or deemed distribution to its stockholders, Company
shall make commercially reasonable efforts to provide to the Holder such information regarding the current and accumulated “earnings
and profits” of Company (including any projections with respect to current earnings and profits) as the Holder may reasonably request
in order to determine what portion (if any) of any such distribution is a dividend for U.S. federal income tax purposes and (y) Company
shall (1) provide to the Holder, upon written request and within thirty (30) days following such request, either (A) a certification
that Company is not a United States real property holding company, in accordance with Treasury Regulations Sections 1.897-2(g)(1)(ii)
and 1.897-2(h)(1) or (B) written notice of its legal inability to provide such a certification, and (2) in connection with the provision
of any certification pursuant to the preceding clause (1)(A), comply with the notice provisions set forth in Treasury Regulations Section
1.897-2(h)(2).


 


(c) Cashless
Exercise. If the Holder elects to exercise this Warrant using the Cashless Exercise method of payment, the Company, upon request
of the Holder, shall use commercially reasonable efforts to structure the exercise of this Warrant in such a manner (as requested by
the Holder) as to maximize the after-tax returns to the Holder and its Affiliates (or their direct or indirect equity owners), including,
at the Holder’s request, by treating the exercise as a recapitalization within the meaning of Code Section 368(a)(1)(E).


 


11. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing,
(a) if delivered from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by email or (b) if delivered from outside the United States, by International Federal Express or
by email and (c) will be deemed given (i) if delivered by first-class registered or certified domestic mail, three (3) Business Days
after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered
by International Federal Express, two (2) Business Days after so mailed, and (iv) if delivered by email, upon receipt, and will be delivered
and addressed as follows:


 


(a) If
to the Company, to


 


RumbleOn,
Inc.


901
W. Walnut Hill Lane


Irving,
Texas 75038


Attention:
Michael Francis, General Counsel


Email:
Michael Francis (michael@rumbleon.com)


 


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


 


Akerman
LLP


The
Main Las Olas


201
East Las Olas Boulevard


Suite
1800


Fort
Lauderdale, FL 33301


Attention:
Christina Russo


Email:
Christina Russo (christina.russo@akerman.com)


 






    14


     


    

 


(b) If
to the Holder, to


 


[       ]


 


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


 


[      ]


 


The
Company shall give written notice to the Holder (i) reasonably promptly following any adjustment of the Exercise Price, setting forth
in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Class B Common Stock,
(B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of shares of Class B Common Stock or (C) for determining rights to vote
with respect to any Fundamental Transaction, dissolution or liquidation; provided, that in each case, such information shall be
made known to the public prior to or in conjunction with such notice being provided to the Holder; and provided, further,
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporation
action required to be specified in such notice. Upon receipt or delivery by the Company of any notice in accordance with the terms of
this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic
information relating to the Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly
disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise in accordance with applicable laws. In the
event that the Company believes that a notice contains material, nonpublic information relating to the Company or its subsidiaries, the
Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating
to the Company or its subsidiaries.


 


12. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles or Bylaws, each as currently in effect,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at
all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of
the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Class
B Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) shall use all reasonable
efforts to take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Class B Common Stock upon the exercise of this Warrant.


 


13. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may not be modified, amended or waived except pursuant
to an instrument in writing signed by the Company and the Holder. The Company may not take any action herein prohibited, or omit to perform
any act herein required to be performed by it without the written consent of the Holder and the Holder may not take any action herein
prohibited, or omit to perform any act herein required to be performed by it without the written consent of the Company.


 


14. GOVERNING
LAW; WAIVER OF JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. THE COMPANY AND
THE HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR ARISING OUT
OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    15


     


    

 


15. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.


 


16. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via email within two (2) Trading Days of receipt of the
Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon
such determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading Days after such disputed determination
or arithmetic calculation is submitted to the Holder, then the Company shall, within two (2) Trading Days, submit via email (a) the disputed
determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or
(b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company
and the Holder of the results no later than ten (10) Trading Days after the date that such investment bank or accountant, as the case
may be, receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation,
as the case may be, shall be binding upon all parties absent demonstrable error. The expenses of the investment bank and accountant will
be borne by the Company unless the investment bank or accountant determines that the determination of the Exercise Price or the arithmetic
calculation of the Warrant Shares by the Company was correct, in which case the expenses of the investment bank and accountant will be
borne by the Holder.


 


17. REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive
relief). The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Holder and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available remedies, to seek an injunction restraining any breach, specific
performance and any other relief that may be available from a court of competent jurisdiction, and in any case no bond or other security
shall be required in connection therewith.


 


18. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(b) “Articles”
means the Company’s Articles of Incorporation, as may be amended from time to time.


 


(c) “Bloomberg”
means Bloomberg Financial Markets.


 


(d) “Board
of Directors” means the Board of Directors of the Company.


 


(e) “Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York are open for the general transaction of business.


 


(f) “Bylaws”
means the Bylaws of the Company, as amended and may be further amended from time to time.


 




    16


     


    

 


(g) “Class
A Common Stock” means the Company’s shares of Class A Common Stock, $0.001 par value per share.


 


(h) “Class
B Common Stock” means (i) the Company’s shares of Class B Common Stock, $0.001 par value per share, and (ii) any share
capital into which such Class B Common Stock shall have been changed or any share capital resulting from a reclassification of such Class
B Common Stock.


 


(i) “Close
of Business” means 4:00pm New York City time.


 


(j) “Code”
means the U.S. Internal Revenue Code of 1986, as amended (including any successor statute).


 


(k) “Common
Stock” means the common stock of the Company, as defined in the Articles, and including the Class A Common Stock and the Class
B Common Stock.


 


(l) “Convertible
Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for shares
of Class B Common Stock except for such stock or securities issued as awards under the Company’s equity incentive plan.


 


(m) “Effective
Price” means the amount paid or payable to acquire shares of Class B Common Stock (or in the case of Convertible Securities,
the amount paid or payable to acquire the Convertible Security, if any, plus the exercise price for the underlying Class B Common Stock).


 


(n) “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American LLC, The Nasdaq Stock Market, or the
OTC Bulletin Board.


 


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


 


(p) “Expiration
Date” means the eighteen (18) month anniversary of the Issuance Date; provided, that in the event that after such date, the
SEC issues any stop order suspending the effectiveness of the Registration Statement, the Registration Statement is suspended by the
Company or ceases to remain continuously effective as to all Warrant Shares for which it is required to be effective, then the Expiration
Date shall be extended by a number of Trading Days equal to the number of Trading Days that occur during the period that such stop order
by the SEC has not been terminated or the Registration Statement is suspended by the Company or ceases to remain effective.


 


(q) “Fair
Market Value” means, as of the applicable date of determination, the fair market value of a dividend or distribution as determined
reasonably and in good faith by the Board of Directors and the Holder; provided, that if the Board of Directors and the Holder
cannot mutually agree on a determination of Fair Market Value within 30 days of the Ex-Date, the Fair Market Value shall be determined
by an independent appraiser selected by the Board of Directors and reasonably satisfactory to the Holder (the “Appraiser”).
The determination of Fair Market Value by the Appraiser shall be final and binding upon the parties hereto, absent fraud or manifest
error, and the Company shall pay the fees and expenses of the Appraiser.


 




    17


     


    

 


(r) 
“Fundamental Transaction” means at any time after the Issuance Date and prior to the Expiration Date (A) that the
Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more
Subject Entities to make, or allow the Company to be subject to or have its shares of Class B Common Stock be subject to or party to
one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50%
of the outstanding shares of Class B Common Stock, (y) 50% of the outstanding shares of Class B Common Stock calculated as if any shares
of Class B Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to,
such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Class B Common Stock such that all Subject
Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become
collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Class
B Common Stock, or (iv) consummate a stock purchase or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate,
acquire, either (x) at least 50% of the outstanding shares of Class B Common Stock, (y) at least 50% of the outstanding shares of Class
B Common Stock calculated as if any shares of Class B Common Stock held by all the Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such stock purchase or other business combination were not outstanding; or (z) such number
of shares of Class B Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3
under the Exchange Act) of at least 50% of the outstanding shares of Class B Common Stock, or (v) reorganize, recapitalize or reclassify
its shares of Class B Common Stock, (B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or
otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be
or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Class B Common Stock,
merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization
or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented
by issued and outstanding shares of Class B Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued
and outstanding shares of Class B Common Stock not held by all such Subject Entities as of the date of this Warrant calculated as if
any shares of Class B Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary
voting power represented by issued and outstanding shares of Class B Common Stock or other equity securities of the Company sufficient
to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company
to surrender their Class B Common Stock without approval of the stockholders of the Company, or (C) directly or indirectly, including
through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance by the Company of or the entering by
the Company into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition
in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this
definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent
with the intended treatment of such instrument or transaction.


 


(s) “Group”
means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.


 


(t) “Merger
Agreement” means that certain Plan of Merger and Equity Purchase Agreement, dated as of March 12, 2021, by and among the Company,
the Company, 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, Mark Tkach, an individual, and each other Person (as defined therein) who
owns an Equity Interest (as defined therein) in any Transferred Entity (as defined therein) and executes a Seller Joinder (as defined
therein), and Tkach, as the representative of the Sellers (as defined therein).


 


(u) “Merger
Closing” means the Closing, as such term is defined in the Merger Agreement.


 


(v) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Class B Common Stock or Convertible Securities.


 


(w) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or
equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 




    18


     


    

 


(x) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(y) “Principal
Market” means the NASDAQ Capital Market.


 


(z) “Record
Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Class B Common
Stock have the right to receive any cash, securities or other property or in which Class B Common Stock (or other applicable security)
is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders
of Class B Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors
or by statute, contract or otherwise).


 


(aa) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
trading market with respect to the Class B Common Stock as in effect on the date of delivery of the Exercise Notice.


 


(bb) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(cc) “Subsidiary”
means, as to any Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated,
of which at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board
of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly
beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.


 


(dd) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.


 


(ee) “Trading
Day” means any day on which the Class B Common Stock is traded on the Principal Market, or, if the Principal Market is not
the principal trading market for the Class B Common Stock, then on the principal securities exchange or securities market on which the
Class B Common Stock is then traded; provided that “Trading Day” shall not include any day that the Class B Common
Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).


 


(ff) “Transfer
Agent” means West Coast Stock Transfer, Inc., or any other successor Person appointed to act in the
capacity of transfer agent of the Company.


 


(gg) “Treasury
Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority
under the Code, and any successor regulations.


 


(hh) “Warrant
Shares” means [    ] shares of Class B Common Stock, subject to adjustments
as set forth in Section 3.


 


(ii) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Pink Market maintained by OTC Markets Group Inc.
If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing bases, the Weighted Average
Price of such security on such date shall be the Fair Market Value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the Fair Market Value of such security, then such dispute shall be resolved pursuant to Section
14 with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations
shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.


 


[Signature
Page Follows]


 




    19


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Class B Common Stock to be duly executed as of the Issuance Date
set out above.


 


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


 


	Accepted
    as of the date first written above:	 
	 	 
	[    ]	 
	 	 
	By:	                                               	 
	Name:	 
	Title:	 


 


[Signature
Page to Class B Common Warrant]


 




     


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE CLASS B COMMON STOCK


 


RUMBLEON,
INC.


 


The
undersigned holder hereby exercises the right to purchase [_________] shares of Class B Common Stock (“Warrant Shares”)
of RumbleOn, Inc., a Nevada corporation (the “Company”), evidenced by the attached Warrant to Purchase Class B Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1. Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as (check one):


 


		☐	Cash
Exercise under Section 1(a).



 


		☐	Cashless
Exercise under Section 1(d).



 


2.
 Cash Exercise. If the Holder has elected a Cash Exercise, the Holder shall pay the sum
of $[_________] to the Company in accordance with the terms of the Warrant.


 


3.
 Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in
accordance with the terms of the Warrant. If the shares are to be delivered electronically, please complete the Depositary information
below.


 


DATED:                     


 


	 	(Signature
    must conform in all respects to name of the Holder as specified on the face of the Warrant)
	 	 
	 	Registered
    Holder
	 	 
	 	Address:
    _________________________________
	 	 
	 	If
    shares are to be delivered electronically:
	 	 
	 	Broker
    name:
	 	Broker
    Depositary account #:
	 	Account
    at Broker shares are to be delivered to:


 




     


     


    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice.


 


	 	RUMBLEON, INC.
	 	 	 
	 	By:	      
	 	Name:	 
	 	Title: