RumbleOn, Inc. Announces Closing of $30 Million Convertible Notes Private Offering

DALLAS–(BUSINESS WIRE)–RumbleOn, Inc. (NASDAQ: RMBL) today announced the closing of its
previously announced offering 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”) (the “note offering”).

JMP Securities LLC acted as sole book-running manager for the note
offering. National Securities Corporation, a wholly-owned
subsidiary of National Holdings Corporation (NasdaqCM: NHLD), and
Craig-Hallum Capital Group LLC acted as the Company’s financial advisors
for the note offering.

The aggregate net proceeds from the note offering were approximately
$27.3 million, after deducting the initial purchaser’s discounts and
commissions and estimated offering expenses.

The notes are 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 intends to use approximately $11.1 million of the net proceeds
from the note offering 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.

RumbleOn also announced that its previously announced 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 “PIPE offering”) is expected to close on May 15, 2019,
subject to customary closing conditions, and is expected to result in
aggregate net proceeds of approximately $8.8 million, after deducting
placement agent fees and estimated offering expenses.

Akerman LLP acted as legal counsel to RumbleOn, and McGuireWoods LLP and
Goodwin Procter LLP each acted as legal counsel to JMP Securities LLC.

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.

About RumbleOn, Inc.

RumbleOn (NASDAQ: RMBL) is an innovative e-commerce company whose
mission is to simplify how dealers and customers buy, sell, trade, or
finance pre-owned vehicles through one online location. Leveraging its
capital-light network of 17 regional partnerships and innovative
technological solutions, RumbleOn is disrupting the old-school pre-owned
vehicle supply chain by providing users with the most efficient, timely
and transparent transaction experience. For additional information,
please visit RumbleOn’s website at www.RumbleOn.com.
Also visit the Company on Facebook, LinkedIn, Twitter, Instagram,
YouTube and Pinterest.

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 PIPE
offering, the satisfaction of customary closing conditions with respect
to the PIPE offering, and the anticipated use of net proceeds of the
note offering and PIPE offering, 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
law.

Contacts

Investor Relations:
The Blueshirt Group
Whitney Kukulka
[email protected]

Press Contact
RumbleOn
Martin McBride
[email protected]

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