RumbleON, Inc. (OTCPK:RMBL) entered into an agreement to acquire substantially all of the assets of NextGen Dealer Solutions, LLC from Halcyon Consulting, LLC and Cycle Express LLC on January 8, 2017. Under the terms of the transaction, Smart Server, Inc. will pay $0.75 million in cash, will issue 1.5 million shares of RumbleON, Inc. and will issue a subordinated secured promissory note in the amount of $1.3 million. RumbleON, Inc. and NextGen have the right to terminate the agreement if the closing does not occur on or before February 15, 2017. The NextGen Note matures on the third anniversary of the closing date, or the Maturity Date. Interest accrues and will be paid semi-annually (i) at a rate of 6.5% annually from the Closing Date through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the closing date through the Maturity Date. As of December 31, 2016, NextGen Dealer Solutions had total revenue of $0.14 million, total assets of $1.45 million, net loss of $1.78 million and total common equity of $0.93 million. Kartik Kakarala, the Chief Executive officer of Halcyon Consulting, LLC, will join the Board of Directors of RumbleON, Inc. and will serve as its Chief Technology Advisor. The transaction is subject to completion of financial audit performed by RumbleON, Inc. on NextGen Dealer Solutions, completion of NextGen Dealer Solutions litigation, judgment and lien searches performed by Smart Server, execution and delivery by Cycle Express of the cycle services agreement and cycle redemption agreement. The transaction is expected to close in the first quarter of 2017. Glenn D. Solomon of Offit Kurman, Attorneys At Law acted as legal advisor for NextGen Dealer Solutions and Halcyon Consulting. Scott A. Wasserman of Akerman acted as legal advisor for Smart Server.