Press release

RumbleOn, Inc. Announces Pricing of $30 Million Convertible Notes and $9.5 Million Common Stock Private Offerings

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RumbleOn, Inc. (NASDAQ: RMBL) today announced the pricing of $30 million
aggregate principal amount of 6.75% convertible senior notes due 2024
(the “notes”) in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Act”). In addition, RumbleOn today announced the pricing of a private
placement, pursuant to Regulation D under the Act, of 1,900,000 shares
of its Class B Common Stock (the “Class B Common Stock”) at a price of
$5.00 per share. The offerings are expected to close on May 14, 2019,
subject to customary closing conditions, and are expected to result in
aggregate net proceeds of approximately $36.4 million, after deducting
the initial purchaser’s discounts and commissions, placement agent fees
and estimated offering expenses. Neither offering is contingent upon the
closing of the other offering.

The notes will be senior unsecured obligations of RumbleOn, and interest
of 6.75% per year will be payable semi-annually in arrears on May 1 and
November 1 of each year, beginning on November 1, 2019. The notes will
mature on May 1, 2024 unless repurchased, redeemed or converted in
accordance with their terms prior to such date.

RumbleOn expects to use approximately $11.1 million of the net proceeds
from the offerings to refinance certain outstanding restrictive
indebtedness and the remainder for other general corporate purposes,
which may include increased spending on marketing and advertising, and
expenditures necessary to grow the business. Pending these uses,
RumbleOn may invest the net proceeds in short-term interest-bearing
investment grade instruments.

The initial conversion rate for the notes is 173.9130 shares of Class B
Common Stock per $1,000 principal amount of notes (which is equivalent
to an initial conversion price of approximately $5.75 per share of Class
B Common Stock). The initial conversion price of the notes represents a
premium of 15% to the $5.00 per share sales price in the Class B Common
Stock private placement. Prior to the close of business on the business
day immediately preceding November 1, 2023, the notes will be
convertible at the option of the noteholders only upon the satisfaction
of specified conditions and during certain periods. Thereafter until the
close of business on the business day preceding the maturity date, the
notes will be convertible at the option of the noteholders at any time
regardless of these conditions. Conversions of the notes will be settled
in cash, shares of Class B Common Stock or a combination thereof, at
RumbleOn’s election, as well as, under certain circumstances, a
make-whole premium payable in cash or Class B Common Stock.

RumbleOn may not redeem the notes prior to May 6, 2022. RumbleOn may
redeem all or any portion of the notes, at its option, for cash on or
after May 6, 2022 if the last reported sale price of the Class B Common
Stock has been at least 150% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive), including the
trading day immediately before the date on which RumbleOn provides
notice of redemption, during any 30 consecutive trading day period
ending on, and including, the trading day immediately before the date on
which RumbleOn provides notice of redemption at a redemption price equal
to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the notes, holders of the notes
will have the right to require RumbleOn to repurchase all or a portion
of their notes at a repurchase price equal to 100% of their principal
amount, plus accrued and unpaid interest to, but excluding the
repurchase date. Under certain circumstances, RumbleOn will also be
required to increase the conversion rate for holders who convert their
notes in connection with certain events, including any fundamental
change, occurring prior to the maturity date or in connection with
RumbleOn’s issuance of a notice of redemption.

This announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. The notes, the shares of Class B
Common Stock issuable upon conversion of the notes, if any, and the
shares of Class B Common Stock to be sold in the concurrent common stock
offering have not been, and will not be, registered under the Act or the
securities laws of any other jurisdiction and may not be offered or sold
in the United States without registration or an applicable exemption
from registration requirements. We have granted certain registration
rights to the holders of the securities sold in these offerings.

Forward-Looking Statements

This press release includes forward-looking statements within the
meaning of Section 27A of the Act and Section 21E of the Securities
Exchange Act of 1934. These statements involve risks and uncertainties
that could cause actual results to differ materially, including, but not
limited to, whether RumbleOn will be able to consummate the offering of
notes and the Class B Common Stock, the satisfaction of customary
closing conditions with respect to the offerings, and the anticipated
use of net proceeds of the offerings which could change as a result of
market conditions or for other reasons. Forward-looking statements may
be identified by the use of the words “may,” “will,” “expect,” “intend,”
and other similar expressions. These forward-looking statements are
based on estimates and assumptions by RumbleOn’s management that,
although believed to be reasonable, are inherently uncertain and subject
to a number of risks. Actual results may differ materially from those
anticipated or predicted by RumbleOn’s forward-looking statements. All
forward-looking statements are subject to other risks detailed in
RumbleOn’s Annual Report on Form 10-K for the year ended December 31,
2018 and the risks discussed in RumbleOn’s other filings with the
Securities and Exchange Commission. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the
date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, and RumbleOn undertakes no
obligation to revise or update this press release to reflect events or
circumstances after the date hereof, except as required by applicable