rmbl_ex101





 










 



Exhibit 10.1



 



FIRST AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON
STOCK

 


This
FIRST AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK (this
“First
Amendment”) is made and entered into as of July 15,
2021 by and between RumbleOn, Inc., a Nevada corporation (the
“
Company”), and Oaktree Capital
Management, L.P. (the “Holder”). Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed
to them in the Warrant (as defined below).

 



RECITALS

 


The
Company and the Holder are party to that certain Warrant to
Purchase Class B Common Stock, dated as of March 12, 2021 (the
“Warrant”);

 


Section
13 of the Warrant permits amendments to the Warrant if in writing
and signed by the Company and the Holder; and

 


The
Company and the Holder desire to amend the terms of the Warrant on
the terms and conditions stated herein.

 



AGREEMENT

 


NOW, THEREFORE, in consideration of the
mutual agreements and covenants hereinafter set forth, and for good
and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereto hereby agree
as set forth below.

 




1.

Amendment to the Definition of
“Warrant Price”. Section 18 of the Warrant is
hereby amended by deleting clause (ll) and the definition of
“Warrant Price” in its entirety and substituting the
following therefor:





 



“(ll)                 

“Warrant
Price” means the price per share of Class B Common Stock
equivalent to the lowest price per share of the Class B Common
Stock issued by the Company during the period between the Issuance
Date and the Merger Closing (other than the issuance of Class B
Common Stock (x) upon the exercise of any Convertible
Securities outstanding as of the Issuance Date, (y) issued as
awards under the Company’s equity incentive plan or (z)
constituting Closing Payment Shares (as such term is defined in the
Merger Agreement) issued to Sellers (as such term is defined in the
Merger Agreement) at the Merger Closing), which, for purposes of
clarity, includes the issuance of 1,048,998 shares of Class B
Common Stock pursuant to the underwritten public offering, at a
price to the public of $38.00 per share, closed on or about April
13, 2021.”





 




2.

Incorporation by Reference.
Section 12 through Section 17 of the Warrant be, and each of them
hereby is, incorporated in and made a part of this First Amendment
as if set forth in full herein.





 




3.

Execution of First Amendment.
This First Amendment may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been
signed by each of the parties and delivered to the other party.
Facsimile or electronic mail transmission of counterpart signatures
to this First Amendment shall be acceptable and
binding.





 




4.

No Waiver. Except as expressly
stated herein, nothing contained herein shall be deemed to
constitute a waiver of compliance with any term or condition
contained in the Warrant or constitute a course of conduct or
dealing among the parties. Except as amended or modified hereby,
the Warrant remain unmodified and in full force and effect. All
references in the Warrant to the Warrant shall be deemed to be
references to the Warrant as amended or modified
hereby.





 


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of page intentionally left blank]

 


 




 

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IN
WITNESS WHEREOF, the undersigned have each executed this FIRST
AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK as of the
date first written above.

 



RUMBLEON, INC.

 


By:
/s/ Marshall
Chesrown

 


Name:
Marshall Chesrown


Title:
Chief Executive Officer

 


 

 



OAKTREE CAPITAL MANAGEMENT, L.P.,


Solely
as manager on behalf of certain funds or accounts within its
Strategic Credit Strategy

 


By:
/s/ Christine
Pope

 


Name:
Christine Pope


Title:
Managing Director

 




 

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