RumbleON, Inc. (NasdaqCM:RMBL) entered into a definitive agreement to acquire C&W Motors, Inc., Metro Motorcycle, Inc., Tucson Motorcycles, Inc. and Tucson Motorsports, Inc. from William Coulter, Mark Tkach and others for approximately $630 million on March 12, 2021. On June 17, 2021, RumbleON entered into a second amendment to acquire C&W Motors, Inc., Metro Motorcycle, Inc., Tucson Motorcycles, Inc. and Tucson Motorsports, Inc. from William Coulter, Mark Tkach and others. On July 20, 2021, RumbleON entered into a second amendment to acquire C&W Motors, Inc., Metro Motorcycle, Inc., Tucson Motorcycles, Inc. and Tucson Motorsports, Inc. from William Coulter, Mark Tkach and others. RumbleOn will combine with up to 46 entities operating under the RideNow brand for a consideration of $400.4 million in cash plus or minus any adjustments for net working capital and closing indebtedness and approximately 5.83 million shares of RumbleOn Class B Common Stock. Certain minority equity holders are not initially parties to the agreement, and some have rights of first refusal. If any of these equity holders either decide not to sell their interests or to exercise their rights of first refusal, RumbleOn will not be able to acquire all of the equity interests of the acquired companies and the consideration payable in the business combination will be correspondingly reduced. In a related transaction, RumbleON entered into a commitment letter with Oaktree Capital Management, L.P. to provide for up to $400 million of aggregate debt financing of which $280 million will be used to fund the acquisition. RumbleON intend to use $135 million of the net proceeds from offering of Class B Common Stock to fund in part the cash consideration in the RideNow Transaction. The combined company will continue to be listed on the NASDAQ under ticker symbol RMBL. As per second amendment, RumbleOn and the seller have the right to terminate the transaction agreement if the closing does not occur on or before September 12, 2021, as set forth in the amendment.

Mark Tkach and William Coulter will join RumbleOn's executive team consisting of Marshall Chesrown, Steve Berrard, and Peter Levy and also join the RumbleOn Board of Directors and all of them will enter into three-year Executive Employment Agreements upon closing. The transaction has been approved by the Board of Directors of RumbleOn. The transaction is subject to successful completion of the debt and equity financing, RumbleOn stockholder approval, manufacturer approval, other federal and state regulatory approvals, and other customary closing conditions. The transaction is subject to anti-trust approvals, each key employee shall have executed and delivered an employment agreement, William Coulter and Mark Tkach shall have been appointed as directors of RumbleON, waiver of rights of first refusal by certain shareholders, the minimum value on a per share basis used in the calculation of shares being issued shall not be less than $24 and the shares to be issued as consideration shall have been approved for listing on Nasdaq. RumbleOn will hold a special meeting of its stockholder on July 30, 2021 to approve proposal for the transaction to close. As of July 30, 2021, stockholders of RumbleON voted to approve the proposed business combination with RideNow. The transaction is expected to close in the second or third quarter of 2021. As of May 17, 2021, business combination of RumbleON, Inc. with RideNow to close in late June or July of 2021. As of June 21, 2021, the transaction is expected to close during the third quarter of this year. As of July 20, 2021, the transaction is expected to close on September 12, 2021. As of July 30, 2021, The Transaction is expected to close during the third quarter, subject to the satisfaction of customary closing conditions. As of August 25, 2021, transaction is expected to close on or about August 31, 2021.

B. Riley Securities is acting as financial advisor to RumbleOn and sole debt placement agent in conjunction with the transaction. Michael Francis, Christina Russo and Scott Wasserman of Akerman LLP acted as legal advisor for RumbleON. Stephen R. Boatwright of Gallagher & Kennedy acted as legal advisor for William Coulter and Mark Tkach. Continental Stock Transfer & Trust Company acted as the escrow agent for William Coulter and Mark Tkach. West Coast Stock Transfer, Inc. acted as transfer agent for RumbleOn.