THIS
NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "
ACT
"). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
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PROMISSORY NOTE
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DUE
March 31, 2020
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US
$_________
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Date of Issuance:
March 31, 2017
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FOR
VALUE RECEIVED, RumbleON, Inc., a Nevada corporation (the
"
Company
"),
hereby unconditionally promises to pay to the order of
________________ (the "
Holder
"), or their
permitted assigns, the aggregate principal sum of
_____________________ DOLLARS ($_______.___) (the "
Principal Amount
"),
together with interest on the unpaid principal balance of this
Promissory Note (this "
Note
") at the rate
specified herein. All payments of principal and interest by the
Company under this Note shall be made in United States dollars in
immediately available funds to the account specified by the
Holder.
1.
Definitions
. Unless the context
otherwise requires, when used herein the following terms shall have
the meanings indicated:
(a)
"
Affiliate
" means, with
respect to any person or entity, any person or entity which
directly or indirectly controls, is controlled by or is under
common control with such person or entity, as applicable. As used
in this definition, "control" (including, with correlative
meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly of power to direct or cause
the direction of management or policies (whether through ownership
of securities or partnership or other ownership interests, by
contract or otherwise).
(b)
"
Maturity Date
" means the
third anniversary of the date of issuance of this
Note.
(c)
"
Outstanding Balance
"
means all outstanding principal under the Note and any accrued and
unpaid interest thereon.
(d)
"
Person
" means an
individual, corporation, partnership, limited liability company,
trust, business trust, association, joint stock company, joint
venture, sole proprietorship, unincorporated organization,
governmental authority or any other form of entity not specifically
listed herein.
(e)
Transfer
. This Note is
transferable and assignable by the Holder to any Person previously
approved, in writing, by the Company;
provided, however
, that no approval
shall be required in connection with any transfer or assignment of
this Note to an Affiliate of the Holder in compliance with
applicable securities laws. The Company agrees to issue from time
to time a replacement Note in the form hereof to facilitate such
approved transfers and assignments. In addition, after delivery of
an indemnity in form and substance reasonably satisfactory to the
Company, the Company also agrees to promptly issue a replacement
Note if this Note is lost, stolen, mutilated or
destroyed.
2.
Payment of Principal and Interest;
Prepayment
.
(a)
Interest shall
accrue from the date hereof and shall continue to accrue on the
outstanding and unpaid Principal Amount until paid in full. From
the date hereof through and until the second anniversary of the
date hereof, interest shall accrue on the outstanding and unpaid
Principal Amount at the rate of 6.5% per annum. From the second
anniversary of the date hereof and until the Maturity Date,
interest shall accrue on the outstanding and unpaid Principal
Amount at the rate of 8.5% per annum. Interest shall be computed on
the basis of a 365-day year for the actual number of days in the
interest period. All Interest shall be paid to Holder semi-annually
in arrears on the last day of each six month anniversary of the
date hereof, including, if applicable, on the Maturity
Date.
(b)
The Company may, at
its option, at any time, and without penalty, prepay all or any
portion of the principal amount or accrued but unpaid interest on
this Note without the prior written consent of the
Holder.
3.
Event of Default
.
The
occurrence of any of the following events shall constitute an
"
Event of
Default
" hereunder:
(a)
the failure of the
Company to make any payment of principal or interest on this Note
when due, whether at maturity, upon acceleration or
otherwise;
(b)
(i) the Company or
a subsidiary of the Company (a "
Subsidiary
") makes a
determination to discontinue (or does cease to conduct) business,
makes an assignment for the benefit of creditors or admits in
writing its inability to pay its debts generally as they become
due; (ii) an order, judgment or decree is entered adjudicating the
Company or a Subsidiary as bankrupt or insolvent; (iii) any order
for relief with respect to the Company or a Subsidiary is entered
under the U.S. Bankruptcy Code or any other applicable bankruptcy
or insolvency law; (iv) the Company or a Subsidiary petitions or
applies to any tribunal for the appointment of a custodian,
trustee, receiver or liquidator of the Company or a Subsidiary or
of any substantial part of the assets of the Company or a
Subsidiary commences any proceeding relating to it under any
bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction; or (v)
any such petition or application in (iv) above is filed, or any
such proceeding is commenced, against the Company or a Subsidiary
and either (x) the Company or such Subsidiary by any act indicates
its approval thereof, consents thereto or acquiesces therein or (y)
such petition, application or proceeding is not dismissed within
sixty (60) days;
(c)
unless waived by
the Holder, if the Company fails to observe or perform in any
material respect any of its covenants contained in the Note and
such failure continues for more than thirty (30) days after
delivery of written notice thereof;
(d)
unless waived by
the Holder, the Company's material breach of any other term or
provision in this Note and such failure continues for more than
thirty (30) days after delivery of written notice thereof;
or
(e)
the Company's
indebtedness for borrowed money is accelerated as a result of a
default or breach under any agreement for such borrowed money,
including but not limited to loan agreements, or material breach
under any real property lease agreements and material capital
equipment lease agreements, by which the Company is bound or
obligated, which breach is not cured by the Company within the
applicable time periods thereof.
Upon
the occurrence of any Event of Default, the Outstanding Balance
under this Note shall become immediately due and payable upon
election of the Holder. Upon the occurrence of any Event of
Default, the Holder may, in addition to declaring all amounts due
hereunder to be immediately due and payable, pursue any available
remedy, whether at law or in equity, including, without limitation,
exercising its rights under this Note. If an Event of Default
occurs, the Company shall pay to the Holder the reasonable
attorneys' fees and disbursement and all other reasonable
out-of-pocket costs incurred by the Holder in order to collect
amounts due and owing under this Note or otherwise to enforce the
Holder's rights and remedies hereunder.
4.
Amendments in Writing
. Any term
of this Note may be amended, modified (including, without
limitation, any extension of the Maturity Date) or waived upon the
written consent of the Company and the Holder. No such waiver or
consent in any one instance shall be construed to be a continuing
waiver or a waiver in any other instance unless it expressly so
provides.
5.
Waivers
. The Company hereby
forever waives presentment, demand, presentment for payment,
protest, notice of protest, notice of dishonor of this Note and all
other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note.
6.
Governing Law; Jurisdiction;
Venue
. This Note, and all matters arising directly and
indirectly herefrom (the "
Covered Matters
"), shall
be governed in all respects by the laws of the State of Nevada as
such laws are applied to agreements between parties in the State of
Nevada. The Company irrevocably submits to the personal
jurisdiction of the courts of the State of Nevada and the United
States District Court located nearest the Company's principal place
of business for the purpose of any suit, action, proceeding or
judgment relating to or arising out of the Covered Matters. Service
of process on the Company in connection with any such suit, action
or proceeding may be served on the Company anywhere in the world by
the same methods as are specified for the giving of notices under
this Note. The Company irrevocably consents to the jurisdiction of
any such court in any such suit, action or proceeding and to the
laying of venue in such court. The Company irrevocably waives any
objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum.
Notices
. All notices and other
communications given or made pursuant to this Note shall be in
writing and shall be deemed effectively given (a) upon personal
delivery to the party to be notified; (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours
of the recipient, and if not so confirmed, then on the next
business day; (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage
prepaid; or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent
to the Holder at the address set forth on the books and records of
the Company or at such other place as may be designated by the
Holder in writing to the Company in accordance with the provisions
of this Section 8, and to the Company at the Company's principal
place of business, or to such e-mail address, facsimile number or
address as subsequently modified by written notice in accordance
with the provisions of this Section 8.
7.
Successors and Assigns
. This
note shall be binding upon the successors or assigns of the Company
and shall inure to the benefit of the successors and permitted
assigns of the Holder.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Company has executed this Promissory Note as
of the date first above written.
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RumbleON,
Inc.
a Nevada corporation
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By____________________________
Name:
Title:
Address:
4521 Sharon Road, Suite 370
Charlotte,
North Carolina 28211
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{40388346;3}
[Signature
Page to Promissory Note]
