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8-K - CURRENT REPORT - RumbleOn, Inc. | rmbl_8k.htm |
Exhibit 10.1
AMENDMENT
TO
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
OF
RUMBLEON, INC.
Reference is made
to that certain Amended and Restated Stockholders’ Agreement,
dated February 8, 2017 (the “Agreement”) by and among
(i) RumbleOn, Inc. (f/k/a Smart Server, Inc.) (the
“Corporation”) (ii)
Berrard Holdings Limited Partnership, a Delaware limited
partnership (“BHLP”), (iii) Steven R.
Berrard (“Berrard”), (iv) Marshall
Chesrown (“Chesrown”), and (v) the
other stockholders of the Company listed on the signature page (the
“Other
Stockholders”) (each of the Company, Berrard,
Chesrown, and the Other Stockholders is a “Party” and collectively
are referred to in this Amendment as the “Parties”). This Amendment
to the Agreement (the “Amendment”) is entered
into as of September 29, 2017, by and among the
Parties.
RECITALS:
WHEREAS, the Nominating and Corporate
Governance Committee (the “Committee”), pursuant to
the its authority under the Committee's Charter, recommended an
increase in the size of the Board of Directors of the Corporation
(the “Board”) from six members
to seven members;
WHEREAS, the Board, pursuant to the its
authority under Article III of the Corporation's Amended Bylaws,
has approved the increase in the size of the Board from six members
to seven members, effective October 1, 2017;
WHEREAS, the Parties desire to amend the
Agreement in order to increase size of the Board.
AGREEMENT:
NOW, THEREFORE, in consideration of the
foregoing premises, and other good and valuable consideration the
Parties hereto acknowledge, the Parties agree as
follows:
Article
II, Section 2.1 (a) of the Agreement is hereby amended and
restated in its entirety as follows:
“As of the
date hereof, the Board shall be comprised of seven (7) directors.
From and after the date hereof and for so long as Chesrown, or an
Affiliate of Chesrown beneficially owns, in the aggregate, at least
1,000,000 shares of the issued and outstanding Common Stock (the
“Minimum Threshold”), the Board shall be comprised of
no more than seven (7) directors, and Chesrown shall be entitled to
(i) nominate three (3) individuals to the Board (such individuals,
including their respective successors, the “Chesrown
Directors”), to serve as members of the Board until their
respective successors are elected and qualified, (ii) nominate any
successor to each Chesrown Director, and (iii) direct the removal
from the Board of any Chesrown Director; provided, that at least two of the
Chesrown Directors shall be “independent” as defined by
the applicable rules and regulations of the SEC and the NASDAQ
stock market. The Chesrown Directors shall initially be Marshall
Chesrown, Mitch Pierce, and Kevin Westfall.”
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Article
II, Section 2.1 (d) of the Agreement is hereby amended and
restated in its entirety as follows:
“From and
after the date hereof and for so long as Berrard, or an Affiliate
of Berrard beneficially owns, in the aggregate, at least the
Minimum Threshold, the Board shall be comprised of no more than
seven (7) directors, and Berrard shall be entitled to (i) nominate
one individual to the Board (such individual, including such
individual's successor, the “Berrard Director”), to
serve as a member of the Board until the Berrard Director's
successor is elected and qualified, (ii) nominate any successor to
the Berrard Director, and (iii) direct the removal from the Board
of the Berrard Director. The Berrard Director shall initially be
Steven R. Berrard.”
Other
than as expressly set forth above, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the
undersigned has signed this Amendment as of the date first above
written.
RumbleOn,
Inc.
By:
/s/ Steven R.
Berrard
Name:
Steven R. Berrard
Title:
Chief Financial Officer
Berrard
Holdings Limited Partnership
Berrard
Holdings, LLC, its general partner
By:
/s/ Steven R.
Berrard
Name:
Steven R. Berrard
Title:
Sole Member
/s/ Steven R. Berrard
Steven
R. Berrard
/s/ Marshall Chesrown
Marshall
Chesrown
/s/ Lori Sue Chesrown
Lori
Sue Chesrown
/s/ Thomas Aucamp
Thomas
Aucamp
/s/ Beverly Rath
Beverly
Rath
[Signature
Page to the Amendment to the Amended and Restated
Stockholders’ Agreement of RumbleOn, Inc.]
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IN WITNESS WHEREOF, each of the
undersigned has signed this Amendment as of the date first above
written.
Blue
Flame Capital, LLC.
By:/s/
Denmar Dixon
Name:
Denmar Dixon
Title:
Managing Partner
NextGen
Dealer Solutions, LLC.
By:/s/
Kartik Kakarala
Name:
Kartik Kakarala
Title:
President
/s/ Kartik Kakarala
Kartik
Kakarala
/s/ Jay Goodart
Jay
Goodart
/s/ Jeffrey Cheek
Jeffrey
Cheek
/s/ Jack Lynn
Jack
Lynn
/s/ Thomas Byrne
Thomas
Byrne
/s/ Ralph Wegis
Ralph
Wegis
[Signature
Page to the Amendment to the Amended and Restated
Stockholders’ Agreement of RumbleOn, Inc.]
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