As filed with the Securities and Exchange Commission on October 25, 2019
June 26, 2020
Registration No. 333-333-239285

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1 to
REGISTRATION STATEMENT
ON FORM S-1
ON FORM S-3
REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933
 
RUMBLEON, INC.RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada46-3951329
Nevada
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
1350 Lakeshore Drive, Suite 16046-3951329
Coppell,(I.R.S. Employer Identification Number)
 901 W. Walnut Hill Lane
Irving, Texas 7501975038
Telephone:  (469) 250-1185
(Address, including zip code, and telephone number, including area code, of registrant’sregistrant’s principal executive offices)offices)
 
Marshall Chesrown
Chairman and Chief Executive Officer
RumbleOn, Inc.
1350 Lakeshore Drive, Suite 160901 W. Walnut Hill Lane
Coppell,Irving, Texas 7501975038
Telephone: (469) 250-1185
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies of all correspondenceWith a copy to:
Michael Francis, Esq.
Christina C. Russo, Esq.
Akerman LLP
350 East Las Olas Boulevard,
Suite 1600
Fort Lauderdale, Florida 33301
Telephone: (954) 463-2700
 
Approximate date of commencement of proposed sale to the public:public: From time to time after the effective date of this Registration Statement becomes effective.registration statement, as determined by the selling stockholders.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. box: ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large“large accelerated filer,” “accelerated“accelerated filer,” “smaller“smaller reporting company”company” and “emerging“emerging growth company”company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer
☒Smaller reporting company☒
 Emerging growth company ☒☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☒Act. ☐
 


 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of Securities To Be Registered (1)Amount To Be Registered (1)Proposed Maximum Offering Price Per Security (1)(2)Proposed Maximum Aggregate Offering Price (1)(2)Amount of Registration Fee (3)
Class B Common Stock, par value $0.001 per share    
Preferred Stock, par value $0.001 per share    
Debt Securities    
Warrants    
Units    
Total  $50,000,000$6,490
Title of each class of securities to be registered
 
 
Amount to be registered
 
 
Proposed maximum
offering price per share (1)
 
 
Proposed maximum
aggregate offering price (1)
 
 
Amount of
registration fee
 
6.75% Convertible Senior Notes due 2025
 $38,750,000 
  100%
  38,750,000 
 $5,029.75(2)
Class B Common Stock, par value $0.001 per share underlying the Notes
  968,750 
  (3)
  (3)
  (4)
 
(1)There are being registered hereunder such indeterminate number of shares of Class B Common Stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of units and such indeterminate number of warrants to purchase Class B Common Stock, preferred stock and/or debt securities as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $50,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $50,000,000. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of Class B Common Stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, this registration statement relates to an indeterminate amount of shares of Class B Common Stock that may be issued as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
(2)The proposed maximum aggregate offering price per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(3)Calculated pursuant to Rule 457(o) under the Securities Act.
(1)  
_______________Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.
(2) 
Pursuant to Rule 457(p) under the Securities Act, the registrant is carrying forward to this registration statement the amount of $5,029.75, which consists of (i) $3,636, which is the aggregate dollar amount previously paid that is attributable to $30,000,000 of securities registered for resale under the registrant’s registration statement on Form S-3 (File No. 333-233399) initially filed on August 22, 2019, which unsold securities were deregistered and (ii) $1,393.75, which was previously paid in connection with the registrant's initial filing of this registration statement on June 19, 2020. Accordingly, no additional fee is required to be paid herewith.
(3)  
Includes 968,750 shares of Class B Common Stock issuable upon conversion of the 6.75% Convertible Senior Notes due 2025 (the "Notes") at an initial conversion rate of 25 shares of Class B Common Stock per $1,000 principal amount of the Notes, which is equal to a conversion price of approximately $40.00 per share of Class B Common Stock. As of the date of this prospectus, this represents the maximum number of shares of Class B Common Stock issuable upon conversion of the Notes. Pursuant to Rule 416 under the Securities Act, such number of shares of Class B Common Stock registered hereby also includes such indeterminate number of shares of Class B Common Stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event.
(4)  
Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the shares of Class B Common Stock issuable upon conversion of the Notes because no additional consideration will be received in connection with the exercise of the conversion privilege.
 
The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement becomesshall become effective on such date as the Commission acting underpursuant to said Section 8(a), may determine.
 

 
 
The information in this prospectus is not complete and may be changed. WeThe selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
  
Subject to completion, dated October 25, 2019
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 26, 2020
  
PRELIMINARY PROSPECTUS
 
$50,000,000
 
6.75% Convertible Senior Notes due 2025 and
 Shares of Class B Common Stock
Preferred Stock
Debt Securities
Warrants
Units Issuable Upon Conversion of the Notes
 
We issued the 6.75% Convertible Senior Notes due 2025 (the “Notes”) in the Note Offering (as defined below) in January 2020. This prospectus relateswill be used by selling securityholders to resell their Notes and the shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), issuable upon conversion of the Notes. We will not receive any proceeds from the resale of the Notes or the sale from time to time in oneof the shares of Class B Common Stock issuable upon conversion of the Notes. The Notes mature on January 1, 2025, unless earlier converted, redeemed or more offeringsrepurchased.
The holders of up to $50,000,000 ofthe Notes may convert the Notes into shares of our Class B Common Stock;Stock at any time prior to the close of business on the business day immediately preceding the stated maturity date, into shares of our preferred stock, which we may issue in one or more series or classes; debt securities, which we may issue in one or more series; warrants to purchase our Class B Common Stock, preferred stock or debt securities; and units (collectively referred to as the “securities”).
We will provide the specific termsupon satisfaction of any securities to be offered in one or more supplementsof the conditions described in this prospectus, at an initial conversion rate of 25 shares of Class B Common Stock per $1,000 principal amount of Notes, which is equal to this prospectus.a conversion price of approximately $40.00. The prospectus supplements may also add, update or change information containedconversion rate is subject to adjustment, as described in this prospectus. This prospectusIn particular, holders who convert their Notes in connection with certain fundamental changes may not be usedentitled to offer and sell securities unless accompanied by a prospectus supplement.make-whole premium in the form of additional shares of our Class B Common Stock per $1,000 principal amount of Notes.
 
When securities are offered underAt the initial conversion rate, if all Notes were converted into shares of our common stock, we would issue 968,750 shares of Class B Common Stock. As of the date of this prospectus, we will provide you with a prospectus supplement describingthis represents the specific securities being offered,maximum number of shares of Class B Common Stock issuable upon conversion of the Notes.
The Notes are subordinated to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and effectively subordinated to all indebtedness and other liabilities of our subsidiaries. For information concerning the selling securityholders and the manner in which they are being offered,may offer and sell the offering priceNotes and the shares of Class B Common Stock issuable upon conversion of the securitiesNotes, see “Selling Securityholders” and the net proceeds from the sale of those securities. The securities may be offered separately or together in any combination or as a separate series. You should carefully read this prospectus and any accompanying prospectus supplement, together with any documents incorporated by reference herein and therein, before you invest in our securities. We may sell these securities to or through underwriters, to other purchasers, through dealers or agents or through any combination of these methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If
We are not selling any agentssecurities under this prospectus and we will not receive any proceeds from the resale of the Notes or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the namesshares of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price toClass B Common Stock issuable upon conversion of the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.Notes.
 
Our Class B Common Stock is tradedtrades on Thethe NASDAQ Capital Market (“NASDAQ”) under the trading symbol “RMBL.”“RMBL”. On October 24, 2019,June 25, 2020, the last reported salesales price of our Class B Common Stock on the NASDAQ was $10.41 per share. The NASDAQ Capital Market was $3.21. PursuantNotes are not listed on any securities exchange or included in any automated quotation system. We do not intend to General Instruction I.B.6apply to list the Notes on any securities exchange or any automated dealer quotation system. 
---------------------------
Investing in the Notes or the shares of Form S-3, in no event will we sell our Class B Common Stock in a public primary offering with a value exceeding more than one-third of our public floatinvolves risks. See “Risk Factors,” beginning on page 7 and in any 12-month period so long as our public float remains below $75.0 million.documents we file with the Securities and Exchange Commission that are incorporated by reference into this prospectus.
You should rely only on the information contained in this prospectus. We have not offeredauthorized any securities pursuantdealer, salesperson or other person to General Instruction I.B.6provide you with information concerning us, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of Form S-3 during the 12 calendar months before and including the date of this prospectus.
_______________
Investing in our securities involves substantial risks. See “Risk Factors” beginning on the front cover page 4 of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Notes or shares of Class B Common Stock. This prospectus is not an offer to sell these securities and in the applicable prospectus supplement, andwe are not soliciting an offer to buy these securities in any other document incorporated by reference hereinstate where the offer or therein, for factors you should consider before buying any of our securities.
_______________sale is not permitted.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is          , 2019. 2020
 
 
 

TABLE OF CONTENTS
 
PROSPECTUS
Page
ABOUT THIS PROSPECTUSii
PROSPECTUS SUMMARY1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE OFFERING2
WE ARE AN EMERGING GROWTH COMPANY2
PROSPECTUS SUMMARY
3
RISK FACTORS47
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS8
USE OF PROCEEDS412
SELLING SECURITYHOLDERS13
PLAN OF DISTRIBUTION14
CERTAIN U. S. FEDERAL INCOME TAX CONSIDERATIONS16
DESCRIPTION OF THE NOTES24
DESCRIPTION OF CAPITAL STOCK5
DESCRIPTION OF DEBT SECURITIES7
DESCRIPTION OF WARRANTS18
DESCRIPTION OF UNITS20
GLOBAL SECURITIES21
PLAN OF DISTRIBUTION23
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES26
LEGAL MATTERS26
EXPERTS26
WHERE YOU CAN FIND ADDITIONAL INFORMATION2755
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2756
WHERE YOU CAN FIND MORE INFORMATION57
LEGAL MATTERS58
EXPERTS59
PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS60
SIGNATURES63
 
 
 
 
i
 

ABOUT THIS PROSPECTUS
 
This prospectus is part of a “shelf” registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or the SEC. BySEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration statement, weprocess, the selling securityholders may, sell, at any time and from time to time, in one or more offerings, any combination ofsell the offered securities described in this prospectus up to a total dollar amount of $50,000,000. This prospectus provides you with a general description ofin one or more offerings. Additionally, under the securities thatshelf process, in certain circumstances, we may offer. Each time we sell securities, we will provide a prospectus supplement and attach it to this prospectus. The prospectus supplementthat will contain more specific information about the terms of thata particular offering including the specific amounts, prices and termsby one or more of the securities offered. The prospectus supplementsselling securityholders. We may also provide a prospectus supplement to add information to, or update or change information contained or incorporated by reference in, this prospectus. Any
This prospectus does not contain all of the information set forth in the registration statement, thatportions of which we makehave omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus will be modifiedas to the contents of any contract or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any inconsistency betweenother document are not necessarily complete. You should refer to the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus may not be used to offercopy of each contract or consummate a sale of securities unless it is accompanied by a prospectus supplement.
The exhibitsdocument filed as an exhibit to the registration statement of which this prospectus isfor a part contain the full text of certain contracts and other important documents we have summarized in this prospectus. Because these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we may offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find Additional Information” below.complete description.
 
You should rely only on the information contained in or incorporated by reference ininto this prospectus orand any applicable prospectus supplements filed with the SEC.supplements. Such documents contain important information you should consider when making your investment decision. We have not authorized anyone to provide you with different or additional information. The selling securityholders are offering to sell and seeking offers to buy our Notes and shares of our Class B Common Stock only in jurisdictions in which offers and sales are permitted. The information and, if you are given any information or representation about these matters that is not contained or incorporated by reference in this prospectus or ais accurate only as of the date of this prospectus, supplement, you must not rely on that information. We are not making an offer to sell securities in any jurisdiction whereregardless of the offer or saletime of such securities is not permitted.
Neither the delivery of this prospectus or any applicable prospectus supplement nor any sale made using this prospectusof Notes or any applicable prospectus supplement implies that there has been no change in our affairs or that the information in this prospectus or in any applicable prospectus supplement is correct as of any date after their respective dates. You should not assume that the information in or incorporated by reference in this prospectus or any applicable prospectus supplement prepared by us, is accurate as of any date other than the date(s) on the front covers of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.Class B Common Stock.
 
When used in this prospectus,Unless the terms context otherwise requires, all references to “RumbleOn,RumbleOn, Inc” “.," "RMBL,RumbleOn”," " the “Company,” “registrant,” “we,” “us,” “our Company”," "we," "our" and "us"similar names refer to RumbleOn, Inc., a Nevada corporation,formerly Smart Server, Inc., and its consolidated subsidiaries, unless otherwise specified. Unless otherwise stated or indicated by context, the phrase “this prospectus” refers to the prospectus and any applicable prospectus supplement.subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements, which in some cases, you can identify by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements, relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These statements include statements regarding our operations, cash flows, financial position and economic performance including, in particular, future sales, competition and the effect of economic conditions. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
Although we believe that these statements are based upon reasonable assumptions, these statements expressing opinions about future outcomes and non-historical information, are subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change and, therefore, there is no assurance that the outcomes expressed in these statements will be achieved. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we have made or may make in the future inevitably will not materialize, and unanticipated events may occur which will affect our results. Investors are cautioned that forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the expectations expressed in forward-looking statements contained herein. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks and uncertainties in greater detail under “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus. You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under the securities laws of the United States. You are advised, however, to consult any additional disclosures we make in our reports filed with the SEC. 
WE ARE AN EMERGING GROWTH COMPANY

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include (i) a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure and (ii) an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.
We may take advantage of these provisions until the end of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company and if we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold equity. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our shares of common stock held by non-affiliates, or issue more than $1.0 billion of nonconvertible debt over a three year period.
 
The JOBS Act permits an “emerging growth company” like usshare amounts set forth in this prospectus have been adjusted to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected not to take advantagereflect the one-for-twenty reverse stock split of the extended transition period for complying with new or revised accounting standards.Company’s Class A Common Stock and Class B Common Stock, effective May 20, 2020.

 

ii
 
 
PROSPECTUS SUMMARY
 
This summary highlights information contained elsewhere in this prospectus or the documents incorporated by reference herein. It is not complete and maydoes not contain all of the information that you should consider before investing in these securities.is important to you. You should carefully read the entire prospectus carefully, including the “Risk Factors” section and the documentsconsolidated financial statements and related notes included in this prospectus or incorporated by reference into this prospectus, and any prospectus supplement.
before making an investment decision.
 
Overview
 
RumbleOn, Inc., a Nevada corporation, is a technology driven, motor vehicle dealer and e-commerce platform provider disrupting the vehicle supply chain using innovative technology that aggregates, processes and distributes inventory in a faster and more cost-efficient manner.
 
We operate an infrastructure-light platform that facilitates the ability of all participants in the supply chain, including RumbleOn, other dealers and consumers to Buy-Sell-Trade-Finance-Transport pre-owned vehicles. Our goal is to transform the way VIN-specific pre-owned vehicles are bought and sold by providing users with the most comprehensive, efficient, timely and transparent transaction experiences. While our initial customer facing emphasis through most of 2018 was on motorcycles and other powersports, in 2019 we continue to enhanceenhanced our platform to accommodate nearly any VIN-specific vehicle, including motorcycles, ATVs, boats, RVs, cars and trucks, and via our October 2018 acquisition of Wholesale, Inc. in October 2018, and Autosport USA, Inc. in February 2019,, we are makingmade a concerted effort to grow our cars and light truck categories.
 
Convertible Note Exchange and Offer
On January 10, 2020, the Company entered into a Note Exchange and Subscription Agreement, as amended by the Joinder Agreement, with the investors in the 2019 Note Offering, pursuant to which the Company agreed to complete (i) a note exchange pursuant to which $30,000,000 of the Old Notes would be cancelled in exchange for a new series of 6.75% Convertible Senior Notes due 2025 and (ii) the issuance of additional New Notes in a private placement in reliance on the exemption from registration provided by Rule 506 of Regulation D of the Securities Act as a sale not involving any public offering. On January 14, 2020, the Company closed the 2020 Note Offering. The proceeds for the 2020 Note Offering, after deducting for payment of accrued interest on the Old Notes and offering-related expenses were approximately $8,272,375.
The New Notes were issued on January 14, 2020 pursuant to an Indenture (the "New Indenture"), by and between the Company and Wilmington Trust, National Association, as trustee (the "Trustee"). The Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The New Notes bear interest at 6.75% per annum, payable semiannually on January 1 and July 1 of each year, beginning on July 1, 2020. The New Notes may bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the New Indenture or if the New Notes are not freely tradeable as required by the New Indenture. The New Notes will mature on January 1, 2025, unless earlier converted, redeemed or repurchased pursuant to their terms.
Corporate Information
 
We were incorporated as a development stage company in the State of Nevada as Smart Server, Inc. in October 2013. In February 2017, we changed our name to RumbleOn, Inc. Our principal executive offices are located at 1350 Lakeshore Drive, Suite 160, Coppell,901 W. Walnut Hill Lane, Irving, Texas 7501975038 and our telephone number is (469) 250-1185. Our Internet website is www.rumbleon.com. www.rumbleon.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, under the Investor Relations tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on our website, however, is not, and should not be, considered part of this prospectus, is not incorporated by reference into this prospectus, and should not be relied upon in connection with making any investment decision with respect to our securities. The SEC also maintains an Internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.

THE OFFERING
This prospectus relates to the sale by certain security holders of the Notes and the shares of our Class B Common Stock issuable upon conversion of the Notes. The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the Notes, see “Description of the Notes” beginning on page 24 of this prospectus and for a complete description of the Class B Common Stock, see “Description of Capital Stock” beginning on page 55 of this prospectus.
Issuer:
RumbleOn, Inc., a Nevada corporation
Securities Offered by the Selling Securityholders:
Up to $38,750,000 aggregate principal amount of 6.75% Convertible Senior Notes due 2025 and 968,750 shares of our Class B Common Stock issuable upon conversion of the Notes. The total dollar value of the shares of our Class B Common Stock issuable upon conversion of the Notes is $10,084,687 (based on $10.41 (on a post split basis) per share, the last reported sales price of our Class B Common Stock on NASDAQ on June 25, 2020).
Maturity:
January 1, 2025, unless earlier converted, redeemed, or repurchased.
Interest:
6.75% per year. Interest will accrue from, and including January 14, 2020 and will be payable semi-annually in arrears on January 1 and July 1 of each year, beginning on July 1, 2020. We will pay additional interest, if any, at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under “Description of Notes—Events of Default” and under the circumstances described under “Description of Notes—Registration Rights; Additional Interest.”
Conversion Rights:
Holders of the Notes may, subject to the blocker provision, convert their Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2024, but only under the following circumstances:

●
during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of our Class B Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
●
during the five consecutive business day period immediately following any five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate for the Notes on each such trading day;
●
if we call any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
●
on the occurrence of specified corporate events.
On or after July 1, 2024, to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the applicable conversion rate at any time, in multiples of $1,000 principal amount, at the option of the holder regardless of such conditions.



The conversion rate for the Notes will initially be 25 shares of Class B Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $40.00 per share of Class B Common Stock), subject to adjustment as described in this prospectus.
On conversion, subject to the blocker provision to the extent applicable, we will pay or deliver, as the case may be, cash, shares of our Class B Common Stock, or a combination of cash and shares of our Class B Common Stock, at our election. If we satisfy our conversion obligation solely in cash or through a combination of cash and shares of our Class B Common Stock, the amount of cash and shares of Class B Common Stock, if any, due on conversion will be based on a daily conversion value (as described in this prospectus) calculated on a proportionate basis for each trading day in a 40 trading day observation period (as described in this prospectus). See “Description of Notes—Conversion Rights—Settlement upon Conversion.”
In addition, following certain corporate events that occur prior to the maturity date or if we issue a notice of redemption, we will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or notice of redemption in certain circumstances as described under “Description of Notes—Conversion Rights—Increase in Conversion Rate on Conversion on a Make-Whole Fundamental Change or Notice of Redemption.”
Except as set forth under ‘‘Description of Notes—Conversion Rights—Interest Make-Whole Payment upon Certain Conversions,’’ you will not receive any additional cash payment or additional shares representing accrued and unpaid interest, if any, on conversion of a Note, except in limited circumstances. Instead, interest will be deemed to be paid by the cash, shares of our Class B Common Stock, or a combination of cash and shares of our Class B Common Stock paid or delivered, as the case may be, to you on conversion of a Note
Interest Make-Whole Payment:
On or after the date that is one year after the last date of original issuance of the Notes offered hereby or after the occurrence of any 30 trading day period during which the last reported sale price of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), we will make an interest make-whole payment (an ‘‘interest make-whole payment’’) to a converting holder (other than a conversion in connection with a make-whole fundamental change in which the conversion rate is adjusted) equal to the sum of the present values of the scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the conversion date through the earlier of (i) the date that is two years after the conversion date and (ii) February 15, 2023 if the Notes had not been so converted. The present values of the remaining interest payments will be computed using a discount rate equal to 2.0%.
We may pay any interest make-whole payment either in cash or in shares of our Class B Common Stock, at our election. If we elect to pay any interest make-whole payment in cash, we will pay cash in an amount equal to the interest make-whole payment. If we do not make such election, the payment of any interest make-whole payment shall be in shares of our Class B Common Stock. If we elect, or are deemed to have elected, to pay any interest make-whole payment by delivering shares of our Class B Common Stock, the number of shares of our Class B Common Stock a converting holder of Notes will receive will be equal to the amount of the interest make-whole payment due divided by the greater of (A) the product of (x) 95.0% and (y) the simple average of the daily VWAP of our Class B Common Stock for the 10 trading days ending on and including the trading day immediately preceding the conversion date and (B) the conversion price on the applicable conversion date. We will pay cash in lieu of delivering any fractional share as described under ‘‘Description of Notes — Conversion Right — Settlement upon Conversion’’ and under ‘‘Description of Notes — Conversion Rights — Interest Make-Whole Payment upon Certain Conversions.’’ If we elect to pay any interest make-whole payment in cash we will pay cash in an amount equal to the interest make-whole payment. See ‘‘Description of Notes — Conversion Rights — Interest Make-Whole Payment upon Certain Conversions.’’




Notwithstanding the foregoing, (x) if we elect or are deemed to have elected to pay any interest make-whole payment in shares of our Class B Common Stock, the number of shares of our Class B Common Stock we may deliver in connection with a conversion of the Notes, including those delivered in connection with an interest make-whole payment, will not exceed 61.6523 shares of Class B Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the conversion rate as set forth under ‘‘— Conversion Rate Adjustments’’ and (y) if we elect to pay any interest make-whole payment in cash, the amount of cash we may deliver in connection with an interest make-whole payment will not exceed 61.6523 per $1,000 principal amount of Notes.
Beneficial Ownership “Blocker Provision”:
The Indenture governing the Notes contains a “blocker provision” which provides that no holder (other than the depositary with respect to the Notes) or beneficial owner of a Note shall have the right to receive shares of our Class B Common Stock upon conversion to the extent that, following receipt of such shares, such holder or beneficial owner (together with such holder’s affiliates and any other persons whose beneficial ownership of common stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder, including any “group” of which such holder is a member) would be the beneficial owner of more than 4.99% of the outstanding shares of our Class B Common Stock.
If any holder or beneficial owner is so prevented from receiving any shares to which it would otherwise be entitled, our obligation to deliver such shares shall not be extinguished, and we shall deliver such shares (or any designated portion thereof) within two business days following written notice from the converting holder or beneficial owner that receipt of such shares (or any designated portion thereof) would not be prohibited by the blocker provision.


Redemption at Our Option:
We may not redeem the Notes prior to January 14, 2023. We may redeem for cash all or any portion of the Notes, at our option, on or after January 14, 2023 if the last reported sale price of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide 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.
No sinking fund is provided for the Notes, which means that we are not required to redeem or retire the Notes periodically.
We will give notice of any redemption not less than 50 nor more than 65 scheduled trading days before the redemption date by mail or electronic delivery to the trustee, the paying agent and each holder of Notes. See “Description of Notes— Optional Redemption on or after January 14, 2023.”
 


Fundamental Change:If we undergo a “fundamental change” (as defined under the heading “Description of Notes — Fundamental Change Permits Holders to Require Us to Repurchase Notes” in this prospectus), subject to certain conditions, holders may require us to repurchase for cash all or part of their Notes in principal amounts of $1,000 or a multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See “Description of Notes —Fundamental Change Permits Holders to Require Us to Repurchase Notes.”
Ranking:
The Notes will be our general unsecured obligations and will rank:
●
senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Notes;
●
equal in right of payment to all of our liabilities that are not so subordinated;
●
effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and
●
structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
As of December 31, 2019, excluding operating lease liabilities and the derivative liability, our total consolidated net indebtedness was approximately $82,585,522, of which an aggregate of $60,494,304 was secured indebtedness, and approximately $59,160,970 of such secured indebtedness is directly attributable to the Company's vehicles in inventory or held for sale, and the security of those lenders includes all of the vehicles financed by such lenders as well as all of the assets of our subsidiaries Wholesale Inc. and AutoSport USA, Inc. As of December 31, 2019, approximately $80,092,280 of our total consolidated indebtedness was senior indebtedness.
The Indenture governing the Notes includes certain limitations on the amount of secured debt that we or our current or future subsidiaries may incur, but will not limit the amount of unsecured debt or other liabilities that we may incur.
 


Registration Rights; Additional Interest:
Under certain circumstances described in this prospectus, we have agreed to file a shelf registration statement with the SEC relating to the resale of the Notes and any Class B Common Stock issuable upon conversion of the Notes and use commercially reasonable efforts to cause the shelf registration statement to become or be declared effective under the Securities Act within 120 days of the date of the related Note Exchange & Subscription Agreement (which date has been adjusted to June 29, 2020 for certain intervening events, including the COVID-19 pandemic). If such registration statement is not filed or has not become effective within the time periods set forth in related registration rights agreement, we will be required to pay additional interest to holders of the Notes. See ‘‘Description of Notes—Registration Rights; Additional Interest.’’
If, at any time during the six-month period beginning on, and including, the date that is six months after January 14, 2020, we fail to timely file any document or report that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as applicable (after giving effect to all applicable grace periods under the Exchange Act and other than reports on Form 8-K), or such Notes are not otherwise freely tradable pursuant to Rule 144 by holders other than our affiliates (or holders that were our affiliates at any time during the three months immediately preceding) as a result of restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Notes, we will pay additional interest on such Notes at a rate equal to 0.50% per annum of the principal amount of Notes outstanding for each day during such period for which our failure to file has occurred and is continuing or such Notes are not otherwise freely tradable as described above by holders other than our affiliates (or holders that were our affiliates at any time during the three months immediately preceding).



Use of proceeds:
We estimate that the net proceeds to us from the Note Offering were approximately $8.6 million. We will not receive any proceeds from the resale of the Notes or the sale of the shares of Class B Common Stock issuable upon conversion of the Notes. See “Use of Proceeds.”
Risk Factors:
See “Risk Factors” beginning on page 7 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Notes and our Class B Common Stock.


NASDAQ Stock Symbol:
Our Class B Common Stock is listed on the NASDAQ Capital Market under the symbol “RMBL”.





 

 
RISK FACTORS
 
Investing in our securities involves significant risks. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors described under "Risk Factors" in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, and in other documents which are incorporated by reference into this prospectus, as well as the risk factors and other information contained in or incorporated by reference into the applicable prospectus supplement.prospectus.
 
If any of these risks were to occur, our business, affairs, prospects, assets, financial condition, results of operations and cash flow could be materially and adversely affected. If this occurs, the market or trading price of our securities could decline, and you could lose all or part of your investment. In addition, please read “Cautionary NoteStatement Regarding Forward-Looking Statements” in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference into this prospectus.
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Our business, financial condition, results of operations, cash flows and prospects, and the prevailing market price and performance of our securities, may be adversely affected by a number of factors, including the matters discussed below. Certain statements and information set forth in this registration statement, as well as other written or oral statements made from time to time by us or by our authorized executive officers on our behalf, constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement and these risk factors in order to comply with such safe harbor provisions. You should note that our forward-looking statements speak only as of the date of this registration statement or when made and we undertake no duty or obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we believe that the expectations, plans, intentions and projections reflected in our forward-looking statements are reasonable, such statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The risks, uncertainties and other factors that our stockholders and prospective investors should consider include the following:
●
We have a limited operating history and we cannot assure you we will achieve or maintain profitability;
●
Our annual and quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline;
●
The initial development and progress of our business to date may not be indicative of our future growth prospects and, if we continue to grow rapidly, we may not be able to manage our growth effectively;
●
There is substantial doubt about our ability to continue as a going concern;
●
We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available on terms acceptable to us or at all, we may not be able to develop and grow our business as anticipated and our business, operating results and financial condition may be harmed;
●
We may fail to maintain our listing on The Nasdaq Stock Market;
●
The success of our business relies heavily on our marketing and branding efforts, especially with respect to the RumbleOn website and our branded mobile applications, and these efforts may not be successful;
●
The failure to develop and maintain our brand could harm our ability to grow unique visitor traffic and to expand our regional partner network;
●
We rely on Internet search engines to drive traffic to our website, and if we fail to appear prominently in the search results, our traffic would decline, and our business would be adversely affected;
●
A significant disruption in service on our website or of our mobile applications could damage our reputation and result in a loss of consumers, which could harm our business, brand, operating results, and financial condition;
●
We may be unable to maintain or grow relationships with information data providers or may experience interruptions in the data feeds they provide, which may limit the information that we are able to provide to our users and regional partners as well as adversely affect the timeliness of such information and may impair our ability to attract or retain consumers and our regional partners and to timely invoice all parties;
●
If we are unable to provide a compelling vehicle buying experience to our users, the number of transactions between our users, RumbleOn and dealers will decline, and our revenue and results of operations will suffer harm;
●
If key industry participants, including powersports and recreation vehicle dealers and regional auctions, perceive us in a negative light or our relationships with them suffer harm, our ability to operate and grow our business and our financial performance may be damaged;



●
The growth of our business relies significantly on our ability to increase the number of regional partners in our network such that we are able to increase the number of transactions between our users and regional partners. Failure to do so would limit our growth;
●
Our ability to grow our complementary product offerings may be limited, which could negatively impact our development, growth, revenue and financial performance;
●
 Our sales of powersports/recreation vehicles may be adversely impacted by increased supply of and/or declining prices for pre-owned vehicles and excess supply of new vehicles;
●
We rely on a number of third parties to perform certain operating and administrative functions for the Company;
●
We participate in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results;
●
Seasonality or weather trends may cause fluctuations in our unique visitors, revenue and operating results;
●
We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect such information and data could damage our reputation and brand and harm our business and operating results;
●
Failure to adequately protect our intellectual property could harm our business and operating results;
●
We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results;
●
We operate in a highly regulated industry and are subject to a wide range of federal, state and local laws and regulations. Failure to comply with these laws and regulations could have a material adverse effect on our business, results of operations and financial condition;
●
We provide transportation services and rely on external logistics to transport vehicles. Thus, we are subject to business risks and costs associated with the transportation industry. Many of these risks and costs are out of our control, and any of them could have a material adverse effect on our business, financial condition and results of operations;
●
We depend on key personnel to operate our business, and if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed;
●
We may acquire other companies or technologies, which could divert our management's attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results;
●
The recent outbreak of COVID-19 will likely have a significant negative impact on our business, sales, results of operations, financial condition, and liquidity;
●
We may be unable to realize the anticipated synergies related to the Acquisitions, which could have a material adverse effect on our business, financial condition and results of operations;
●
 We may be unable to successfully integrate the Wholesale Entities' business and realize the anticipated benefits of the Acquisitions;
●
Our business relationships, those of the Wholesale Entities or the combined company may be subject to disruption due to uncertainty associated with the Acquisitions;
●
If we are unable to maintain effective internal control over financial reporting for the combined companies, we may fail to prevent or detect material misstatements in our financial statements, in which case investors may lose confidence in the accuracy and completeness of our financial statements;



●
The Wholesale Entities may have liabilities that are not known, probable or estimable at this time;
●
As a result of the Acquisitions, we and the Wholesale Entities may be unable to retain key employees;
●
 The trading price for our Class B Common Stock may be volatile and could be subject to wide fluctuations in per share price;
●
 Our principal stockholders and management own a significant percentage of our stock and an even greater percentage of the Company's voting power and will be able to exert significant control over matters subject to stockholder approval;
●
If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline;
●
Because our Class B Common Stock may be deemed a low-priced "penny" stock, an investment in our Class B Common Stock should be considered high risk and subject to marketability restrictions;
●
We do not currently or for the foreseeable future intend to pay dividends on our common stock;
●
We are subject to reduced reporting requirements so long as we are considered a "smaller reporting company" and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors;
●
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock;
●
Anti-takeover provisions may limit the ability of another party to acquire us, which could cause our stock price to decline;
●
Although the Notes are referred to as convertible senior Notes, the Notes are effectively subordinated to any of our future secured debt and structurally subordinated to any liabilities of our subsidiaries;
●
The Notes are our obligations only and a substantial portion of our operations are conducted through, and a substantial portion of our consolidated assets are held by, our subsidiaries;
●
Operating our business requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay the Notes and any other debt;
●
Recent and future regulatory actions and other events may adversely affect the trading price and liquidity of the Notes;
●
The trading price for our Class B Common Stock may be volatile and could be subject to wide fluctuations in per share price which could adversely impact the trading price of the Notes;
●
We may incur substantially more debt in the future or take other actions which would intensify the risks discussed in these risk factors;
●
We may not have the ability to raise the funds necessary to settle the Notes in cash on a conversion, to repurchase the Notes on a fundamental change, or to repay the Notes at maturity. In addition, the terms of our future debt may contain limitations on our ability to pay cash on conversion or repurchase of the Notes;
●
Redemption may adversely affect the return on the Notes;
●
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results;
●
Conversion of the Notes may dilute the ownership interest of our stockholders or may otherwise depress the market price of our Class B Common Stock;



●
Future sales of our Class B Common Stock or equity-linked securities in the public market could lower the market price for our Class B Common Stock and adversely impact the trading price of the Notes;
●
Holders of Notes are not entitled to any rights with respect to our Class B Common Stock, but they will be subject to all changes made with respect to them to the extent our conversion obligation includes shares of our Class B Common Stock;
●
The conditional conversion feature of the Notes could result in holders receiving less than the value of our Class B Common Stock into which the Notes would otherwise be convertible;
●
On conversion of the Notes, holders may receive less valuable consideration than expected because the value of our Class B Common Stock may decline after holders exercise their conversion rights but before we settle our conversion obligation;
●
The increase in the conversion rate for Notes converted in connection with a make-whole fundamental change or a notice of redemption may not adequately compensate holders for any lost value of their Notes as a result of such transaction or redemption;
●
The conversion rate of the Notes may not be adjusted for dilutive events;
●
Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the Notes;
●
Certain provisions in the indenture governing the Notes may delay or make it more expensive for a third party to acquire us;
●
Holders of Notes are not entitled to receive any shares of our Class B Common Stock otherwise deliverable upon conversion of the Notes to the extent that such receipt would cause such holders to become, directly or indirectly, a beneficial owner of shares of our Class B Common Stock in excess of 4.99% of the total number of the shares of our Class B Common Stock then issued and outstanding;
●
We cannot assure you that an active trading market will develop for the Notes;
●
We rely on third-party financing providers to finance a portion of our customers' vehicle purchases;
●
Any adverse rating of the Notes may cause their trading price to fall; and
●
Other statements regarding our future operations, financial condition and prospects, and business strategies.
Forward-looking statements may appear throughout this prospectus, including without limitation, the following sections: “Risk Factors” and “Overview”. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, those discussed in this Registration Statement on Form S-3, and in particular, the risks discussed under the caption “Risk Factors” and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.


USE OFPROCEEDS
We estimate that the net proceeds to us from the Note Offering were approximately $8.6 million. We will not receive any proceeds from the resale of the Notes or the sale of the shares of Class B Common Stock issuable upon conversion of the Notes. All proceeds from the sale of the Notes and shares of Class B Common Stock will be for the accounts of the selling securityholders. 

SELLING SECURITYHOLDERS
The Company issued the Notes in a private placement in January 2020 to the purchasers in transactions exempt from registration pursuant to Rule 506 of Regulation D of the Securities Act. Selling securityholders may offer and sell the Notes and the underlying shares of Class B Common Stock pursuant to this prospectus. The net proceeds for the Note Offering were approximately $8.6 million, after deducting offering-related expenses. The information concerning beneficial ownership has been provided by the selling securityholders. Information concerning the selling securityholders may change from time to time, and any changed information will be set forth if and when required in prospectus supplements or other appropriate forms permitted to be used by the SEC.
 
We will retain broad discretion overdo not know when or in what amounts the use of the net proceeds from the saleselling securityholders may offer securities for sale. The selling securityholders may choose not to sell any or all of the securities offered by this prospectus. Because the selling securityholders may offer all or some of the securities, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the securities, we cannot accurately report the number of the securities that will be held by the selling securityholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, all of the securities covered by this prospectus will be sold by the selling securityholders.
The following table contains information as of June 22, 2020 with respect to the selling securityholders and the principal amount of Notes and the underlying shares of Class B Common Stock beneficially owned by each selling securityholder that may be offered using this prospectus. The number of shares outstanding, and the percentage of beneficial ownership, post-offering are based on 3,148,157 shares of Class B Common Stock issued and outstanding as of the conclusion of the offering, calculated on the basis of (i) 2,179,407 shares of Class B Common Stock issued and outstanding as of June 22, 2020 prior to the offering and (ii) assuming the conversion and sale by the selling securityholders of the 968,750 shares of Class B Common Stock underlying the Notes. For the purposes of the following table, the number of shares of Class B Common Stock beneficially owned has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), and such information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which the selling securityholders have sole or shared voting power or investment power and also any shares which each selling shareholder, respectively, has the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option, warrant or other rights.
Selling Securityholder
 
Principal Amount at Maturity of Notes Beneficially Owned Priorto Offering
 
 
Number of Shares Owned Prior to Offering (1)
 
 
Maximum Principal Amount at Maturity of Notes to be Sold Pursuant to this Prospectus
 
 
Maximum Number of Shares to be Sold Pursuant to this Prospectus (2)
 
 
Principal Amount at Maturity of Notes Owned After Offering
 
 
Percentage of Notes Owned After Offering
 
 
Number of Shares Owned After Offering
 
 
Percentage of Shares Owned After Offering
 
Nineteen77 Global Multi-Strategy Alpha Master Limited (3)
 $20,000,000 
  - 
 $20,000,000 
  500,000 
  - 
  - 
  - 
  - 
 
    
    
    
    
    
    
    
    
Silverback Asset Management, LLC (4)
 $12,500,000 
  - 
 $12,500,000 
  312,500 
  - 
  - 
  - 
  - 
 
    
    
    
    
    
    
    
    
Geode Capital Management, LLC (5)
 $6,250,000 
  - 
 $6,250,000 
  156,250 
  - 
  - 
  - 
  - 

(1)            
This column does not include shares of Class B Common Stock issuable upon conversion of the Notes.
(2)            
Represents the shares of Class B Common Stock to be issuable upon conversion of the Notes at the Initial Conversion Rate.
(3)            
UBS O’Connor LLC (“O’Connor”) is the investment manager of Nineteen77 Global Multi-Strategy Alpha Master Limited (“GLEA”) and, accordingly, has voting control and investment discretion over the securities described herein held by GLEA. Kevin Russell, the Chief Investment Officer of O’Connor, also has voting control and investment discretion over the securities described herein held by GLEA. As a result, each of O’Connor and Mr. Russell may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities described herein held by GLEA.
(4)            
Elliot Bossen, the CEO of Silverback Asset Management, LLC, has the power to vote and dispose of the shares held by Silverback Asset Management, LLC and may be deemed to be the beneficial owner of these shares. The address for Silverback Asset Management, LLC, is 1414 Raleigh Road, Suite 250, Chapel Hill, North Carolina 27517.
(5)            
Geode Capital Management LP (“Geode”) serves as investment manager of Geode Diversified Fund, a segregated account of Geode Capital Master Fund Ltd. (the “Fund”), and accordingly has voting control and investment discretion over the securities described herein held by the Fund. Bobe Simon and Ted Blake, portfolio managers of the Fund, may be deemed to exercise ultimate investment power of the securities held by the Fund. Geode and each of Mr. Simon and Mr. Blake disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
As set forth above, none of the selling securityholders or their affiliates hold securities of the Company other than the Notes. Also, none of the selling stockholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates, except as discussed below, the selling stockholders previously held an aggregate of $30.0 million in principal amount of the Company's Old Notes.
On January 10, 2020, the Company entered into a Note Exchange and Subscription Agreement, as amended by the Joinder Agreement, with the investors in the 2019 Note Offering, pursuant to which the Company agreed to complete (i) a note exchange pursuant to which $30,000,000 of the Old Notes would be cancelled in exchange for a new series of 6.75% Convertible Senior Notes due 2025 and (ii) the issuance of additional New Notes in a private placement in reliance on the exemption from registration provided by Rule 506 of Regulation D of the Securities Act as a sale not involving any public offering. On January 14, 2020, the Company closed the 2020 Note Offering. The proceeds for the 2020 Note Offering, after deducting for payment of accrued interest on the Old Notes and offering-related expenses were approximately $8,272,375.
The New Notes were issued on January 14, 2020 pursuant totheNew Indenture, by and between the Company andtheTrustee. The Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The New Notes bear interest at 6.75% per annum, payable semiannually on January 1 and July 1 of each year, beginning on July 1, 2020. The New Notes may bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the New Indenture or if the New Notes are not freely tradeable as required by the New Indenture. The New Notes will mature on January 1, 2025, unless earlier converted, redeemed or repurchased pursuant to their terms.


PLAN OF DISTRIBUTION
Selling Securityholders
We are registering the Notes and the shares of Class B Common Stock to permit the resale of these Notes and the shares of Class B Common Stock by the holders of the Notes and the shares of Class B Common Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the Notes or the shares of Class B Common Stock. We will bear all fees and expenses incident to our obligation to register the Notes and the shares of Class B Common Stock.
The selling stockholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling stockholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling stockholders), may sell the securities from time to time on any stock exchange or automated interdealer quotation system on which the securities are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling stockholders may sell the securities by one or more of the following methods, without limitation:
(a)
block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(b)
purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;
(c)
an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;
(d)
ordinary brokerage transactions and transactions in which the broker solicits purchases;
(e)
privately negotiated transactions;
(f)
short sales;
(g)
through the writing of options on the securities, whether or not the options are listed on an option exchange;
(h)
through the distribution of the securities by any selling securityholder to its partners, members or stockholders;
(i)
one or more underwritten offerings on a firm commitment or best efforts basis; or
(j)
any combination of any of these methods of sale.
The selling stockholders may also transfer the securities by gift. We do not know of any arrangements by the selling stockholders for the sale of any of the securities. The selling stockholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the securities. These brokers, dealers or underwriters may act as principals, or as an agent of a selling stockholder. Broker-dealers may agree with a selling stockholder to sell a specified number of the securities at a stipulated price per security. If the broker-dealer is unable to sell securities acting as agent for a selling stockholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell the securities from time to time in transactions in any stock exchange or automated interdealer quotation system on which the securities are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling stockholders may also sell the securities in accordance with Rule 144 under the Securities Act of 1933, as amended, rather than pursuant to this prospectus, regardless of whether the securities are covered by this prospectus.
From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a security interest in some or all of the securities owned by them. The pledgees, secured parties or persons to whom the securities have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling stockholders. The number of a selling stockholder’s securities offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling stockholder’s securities will otherwise remain unchanged. In addition, a selling stockholder may, from time to time, sell the securities short, and, in those instances, this prospectus may be delivered in connection with the short sales and the securities offered under this prospectus may be used to cover short sales.

To the extent required under the Securities Act of 1933, the aggregate amount of selling stockholders’ securities being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the securities may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling stockholder and/or purchasers of selling stockholders’ securities of securities, for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).
The selling stockholders and any underwriters, brokers, dealers or agents that participate in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions.

CERTAIN U. S. FEDERAL INCOME TAX CONSIDERATIONS
This section is a discussion of certain material United States federal income tax considerations relating to the ownership, disposition and conversion of the Notes and the ownership and disposition of the Class B Common Stock into which the Notes may be converted. This summary does not provide a complete analysis of all potential tax considerations. The information provided below is based on existing U.S. federal income tax authorities, all of which are subject to change or differing interpretations, possibly with retroactive effect. There can be no assurances that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of owning, disposing of or converting the Notes or of owning or disposing of the Class B Common Stock into which the Notes may be converted. The summary generally applies only to beneficial owners of the Notes that purchased their Notes in the Note Offering for an amount equal to the issue price of the Notes , which is the first price at which a substantial amount of the Notes is sold for money to investors (not including sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers), and that hold the Notes and Class B Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).
This discussion does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to a particular beneficial owner in light of the beneficial owner’s circumstances (for example, persons subject to the alternative minimum tax provisions of the Code, or a U.S. holder (as defined below) whose “functional currency” is not the U.S. dollar). Also, it is not intended to be wholly applicable to all categories of beneficial owners, some of which may be subject to special rules (such as partnerships and pass-through entities and investors in such entities, dealers in securities, traders in securities that elect to use a mark-to-market method of tax accounting, banks, thrifts, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, insurance companies, tax-exempt entities, tax-deferred or other retirement accounts, certain former citizens or long-term residents of the United States, persons holding Notes or Class B Common Stock as part of a hedging, conversion or integrated transaction or a straddle, persons deemed to sell Notes or Class B Common Stock under the constructive sale provisions of the Code, or persons required under Section 451(b) of the Code to conform the timing of income accruals with respect to the Notes to their financial statements). Finally, the summary does not address the potential application of the Medicare contribution tax on net investment income imposed by Section 1411 of the Code, the rules applicable to qualified small business stock under Section 1202 of the Code, the effects of the U.S. federal estate and gift tax laws or any applicable non-U.S., state or local laws.
INVESTORS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES OF U.S. FEDERAL ESTATE OR GIFT TAX LAWS, NON-U.S., STATE AND LOCAL LAWS, AND TAX TREATIES.
As used herein, the term “U.S. holder” means a beneficial owner of a Note or the Class B Common Stock into which the Notes may be converted that, for U.S. federal income tax purposes, is (1) an individual who is a citizen or resident of the United States, (2) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state of the United States, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (x) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “non-U.S. holder” is a beneficial owner of a Note or the Class B Common Stock into which the Notes may be converted (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder. If an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes is a beneficial owner of a Note or Class B Common Stock acquired upon conversion of a note, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. A beneficial owner of a Note or Class B Common Stock acquired upon conversion of a Note that is a partnership, and partners in such partnership, should consult their own tax advisors about the U.S. federal income tax consequences of purchasing, owning and disposing of such Note or Class B Common Stock.

U.S. Holders
Taxation of Interest
U.S. Holders will be required to recognize as ordinary income any stated interest paid or accrued on the Notes, in accordance with their regular method of tax accounting for U.S. federal income tax purposes. In general, if the terms of a debt instrument entitle a holder to receive payments (other than certain fixed periodic interest payments) that exceed the issue price of the instrument by at least a statutorily defined de minimis amount, the U.S. holder will be required to include such excess in income as “original issue discount” over the term of the instrument on a constant yield to maturity basis, irrespective of the U.S. holder’s regular method of tax accounting. We expect, and the discussion below assumes, that the Notes were not issued with original issue discount for U.S. federal income tax purposes.


Additional Amounts
We may be required to make payments of additional amounts on a Note in certain circumstances as described under “Description of Notes—Events of Default”, “Description of Notes—Registration Rights; Additional Interest”, and Description of Notes—Interest Make-Whole Payment upon Certain Conversions” above. We intend to take the position that this possible payment of such additional amounts will not subject the Notes to the special rules governing certain contingent payment debt instruments under the applicable Treasury Regulations (which, if applicable, could materially and adversely affect the timing, amount and character of income with respect to the Notes ), based on our determination that there is only a remote possibility that we would be required to make any additional payments; if such additional payments were required to be paid, they would be an incidental amount; or that such additional payments are disregarded for purposes of these rules. Our determination that the Notes are not contingent payment debt instruments, while not binding on the IRS, is binding on U.S. holders unless they disclose their contrary position in the manner required by applicable Treasury Regulations. The IRS may take a position contrary to our position. The remainder of this discussion assumes that the Notes are not treated as contingent payment debt instruments subject to such rules. If, contrary to expectations, we pay an additional amount, although it is not free from doubt, such additional amount should be taxable to a U.S. holder as ordinary interest income at the time it accrues or is paid, in accordance with the U.S. holder’s regular method of tax accounting.
In addition, upon certain conversions of the Notes we may pay additional shares or cash in certain circumstances. Due to a lack of relevant authority regarding the treatment of such payments, in particular the interest make-whole payment, the applicability of the Treasury Regulations governing contingent payment debt instrument is uncertain. While not free from doubt, we intend to take the position that the Notes should not be treated as contingent payment debt instruments because of the possibility of payment of these additional shares or cash. This position is based in part on the fact that the payments will be made only to holders who are converting their Notes under certain circumstances and as result are most appropriately treated as a change in conversion rate, however denominated. Depending upon the circumstances, such additional payments, if made in the form of additional shares, may be taxed as deemed dividends to you as described under ‘‘— Constructive Distributions.’’
U.S. holders should consult their own tax advisors regarding the tax consequences in the event we pay additional amounts and the tax consequences of the Notes being treated as contingent payment debt instruments.
Sale, Exchange, Redemption or Other Taxable Disposition of Notes

A U.S. holder generally will recognize capital gain or loss if the U.S. holder disposes of a Note in a sale, exchange, redemption or other taxable disposition (other than conversion of a Note into either shares of our Class B Common Stock or a combination of cash and shares of our Class B Common Stock, the U.S. federal income tax consequences of which are described under “—Conversion of Notes” below). The U.S. holder’s gain or loss will equal the difference between the amount realized by the U.S. holder (other than amounts attributable to accrued but unpaid interest) and its tax basis in the note. The amount realized by the U.S. holder will include the amount of any cash and the fair market value of any other property received for the note. The U.S. holder’s tax basis in the Note generally will equal the amount it paid for the Note plus the amount, if any, included in income on an adjustment to the conversion rate of the Notes , as described in ‘‘— Constructive Distributions,’’ below. The portion of any amount realized that is attributable to accrued interest will not be taken into account in computing the U.S. holder’s capital gain or loss. Instead, that portion will be recognized as ordinary interest income to the extent that the U.S. holder has not previously included the accrued special in income. The gain or loss recognized by the U.S. holder on the disposition of the Note will be long-term capital gain or loss if it held the Note for more than one year, or short-term capital gain or loss if it held the Note for one year or less, at the time of the transaction. Long-term capital gains of non-corporate taxpayers currently are taxed at reduced rates. Short-term capital gains are taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.
Conversion of Notes
Upon conversion of a Note solely into cash, a U.S. holder generally will be subject to the rules described under “—Sale, Exchange, Redemption or Other Taxable Disposition of Notes” above, subject to the discussion under “—Constructive Distributions” below regarding the possibility that certain adjustments to the conversion rate of a Note may be treated as a taxable dividend. A U.S. holder generally will not recognize any income, gain or loss on the conversion of a Note solely into shares of our Class B Common Stock, except with respect to cash received in lieu of a fractional share of Class B Common Stock and the fair market value of any Class B Common Stock attributable to accrued and unpaid interest (which will be treated as ordinary income), subject to the discussion below under “—Constructive Distributions” regarding the possibility that certain adjustments to the conversion rate of a Note may be treated as a taxable dividend. The U.S. holder’s aggregate tax basis in the Class B Common Stock received upon conversion of a Note (including any fractional share for which cash is paid, but excluding shares attributable to accrued and unpaid interest) will equal the U.S. holder’s tax basis in the Note that was converted. The U.S. holder’s holding period in the Class B Common Stock received (other than shares attributable to accrued and unpaid interest) will include the holding period in the converted note.

The tax consequences of the conversion of a Note into a combination of cash (including an interest make-whole payment) and shares of our Class B Common Stock are not entirely clear. If the Note constitutes a “security” for U.S. federal income tax purposes, a U.S. holder may be treated as exchanging the Note for our Class B Common Stock and cash in a recapitalization for U.S. federal income tax purposes. The term “security” is not defined in the Code or in the Treasury Regulations, and has not been clearly defined by judicial decisions. An instrument is a “security” for these purposes if, based on all the facts and circumstances, the instrument constitutes a meaningful investment in the issuer of the instrument. Although there are a number of factors that may affect the determination of whether a debt instrument is a “security,” one of the most important factors is the original term of the instrument, or the length of time between the issuance of the instrument and its maturity. In general, instruments with an original term of more than ten years are likely to be treated as “securities,” and instruments with an original term of less than five years may not be treated as “securities.” In addition, the convertibility of a debt instrument into stock of the issuer may argue in favor of “security” treatment because of the possible equity participation in the issuer. We intend to take the position that the Notes are “securities” and that the conversion of a Note into a combination of cash (including an interest make-whole payment) and shares of our Class B Common Stock is treated as a recapitalization, in each case, for U.S. federal income tax purposes, although there can be no assurance in this regard.
If the Note is a “security” and the conversion of a Note into a combination of cash (including an interest make-whole payment) and shares of our Class B Common Stock is treated as a recapitalization for U.S. federal income tax purposes, the U.S. holder would not be permitted to recognize loss, but would be required to recognize gain, if any. The amount of gain recognized by a U.S. holder would equal the lesser of (1) the excess (if any) of (a) the amount of cash received (excluding any cash received in lieu of a fractional share of our Class B Common Stock and any cash received attributable to accrued and unpaid interest, but including an interest make-whole payment) plus the fair market value of our Class B Common Stock received (treating a fractional share of our Class B Common Stock as issued and received for this purpose and excluding any such Class B Common Stock that is attributable to accrued and unpaid interest) upon conversion over (b) the U.S. holder’s tax basis in the converted note, and (2) the amount of cash received upon conversion (other than any cash received in lieu of a fractional share of our Class B Common Stock and any cash received attributable to accrued and unpaid interest). Subject to the discussion under “—Constructive Distributions” below regarding the possibility that certain adjustments to the conversion rate of a Note may be treated as a taxable dividend, the gain recognized by a U.S. holder upon conversion of a Note will be long-term capital gain if the U.S. holder held the Note for more than one year, or short-term capital gain if the U.S. holder held the Note for one year or less, at the time of the conversion. Long-term capital gains of non-corporate taxpayers currently are taxed at reduced rates. Short-term capital gains are taxed at ordinary income rates. The U.S. holder’s tax basis in the Class B Common Stock received (including any fractional share for which cash is paid, but excluding shares attributable to accrued and unpaid interest) generally would equal the tax basis of the converted note, decreased by the amount of cash received (other than cash in lieu of a fractional share of Class B Common Stock and any cash attributable to accrued and unpaid interest), and increased by the amount of gain (if any) recognized upon conversion (other than any gain recognized as a result of cash received in lieu of a fractional share of Class B Common Stock). The U.S. holder’s holding period in the Class B Common Stock received (other than shares attributable to accrued and unpaid interest) would include the holding period in the converted note.
Alternatively, the conversion of a Note into a combination of cash (including an interest make-whole payment) and shares of our Class B Common Stock may be treated as in part a payment in redemption for cash of a portion of the Note and in part a conversion of a portion of the Note into Class B Common Stock. In that case, a U.S. holder’s aggregate tax basis in the Note would be allocated between the portion of the Note treated as redeemed and the portion of the Note treated as converted into Class B Common Stock on a pro rata basis (based on relative fair market values). The U.S. holder generally would recognize capital gain or loss with respect to the portion of the Note treated as redeemed equal to the difference between the amount of cash received by the U.S. holder (other than amounts attributable to accrued and unpaid interest) and the U.S. holder’s tax basis in the portion of the Note treated as redeemed, subject to the discussion under “—Constructive Distributions” below regarding the possibility that certain adjustments to the conversion rate of a Note may be treated as a taxable dividend. See “—Sale, Exchange, Redemption or Other Taxable Disposition of Notes” above. With respect to the portion of the Note treated as converted, a U.S. holder generally would not recognize any gain or loss (except with respect to cash received in lieu of a fractional share of Class B Common Stock and Class B Common Stock received attributable to accrued and unpaid interest), subject to the discussion under “—Constructive Distributions” below regarding the possibility that certain adjustments to the conversion rate of a Note may be treated as a taxable dividend. The tax basis allocated to the portion of the Note treated as converted into Class B Common Stock would be the U.S. holder’s tax basis in the Class B Common Stock received (including any fractional share for which cash is paid, but excluding shares attributable to accrued and unpaid interest). The U.S. holder’s holding period in the Class B Common Stock received (other than shares attributable to accrued and unpaid interest) would include the holding period in the converted note.
With respect to cash received in lieu of a fractional share of our Class B Common Stock, a U.S. holder would be treated as if the fractional share were issued and received and then immediately redeemed for cash. Accordingly, the U.S. holder generally would recognize gain or loss equal to the difference between the cash received and that portion of the U.S. holder’s tax basis in the Class B Common Stock attributable to the fractional share on a proportionate basis in accordance with its relative fair market value. Any such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss, if at the time of the conversion, the Notes had been held for more than one year.

Any cash and the value of any portion of our Class B Common Stock that is attributable to accrued and unpaid interest on the Notes not yet included in income by a U.S. holder would be taxed as ordinary income. The basis in any shares of Class B Common Stock attributable to accrued and unpaid interest not yet included in income would equal the fair market value of such shares when received. The holding period in any shares of Class B Common Stock attributable to accrued and unpaid interest would begin on the day after the date of conversion.
A U.S. holder that converts a Note between a record date for an interest payment and the next interest payment date and consequently receives a payment of cash interest, as described in “Description of Notes—Conversion Rights—General,” should consult its own tax advisor concerning the appropriate treatment of such payment.
If we undergo certain corporate transactions, as described under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” above, the conversion obligation may be adjusted so that holders would be entitled to convert the Notes into the type of consideration that they would have been entitled to receive upon such corporate transaction had the Notes been converted into our Class B Common Stock immediately prior to such corporate transaction, except that such holders will not be entitled to receive the additional shares resulting from the adjustment described under “Description of Notes—Conversion Rights—Rate Adjustments” unless such Notes are converted in connection with the relevant make-whole fundamental change. Depending on the facts and circumstances at the time of such corporate transaction, such adjustment may result in a deemed exchange of the outstanding Notes , which may be a taxable event for U.S. federal income tax purposes. Whether or not such an adjustment results in a deemed exchange, a conversion of a Note into such consideration might be a taxable event. U.S. holders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of such an adjustment upon a business combination or other corporate transaction.
Constructive Distributions
Holders of convertible debt instruments such as the Notes may, in certain circumstances, be deemed to have received distributions of stock if the conversion rate of such instruments is adjusted. In addition, the failure to provide for such an adjustment may also result in a deemed distribution to U.S. holders who hold the Notes. However, adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interest of the holders of the debt instruments will generally not be deemed to result in a constructive distribution of stock. Certain of the possible adjustments (or failures to make adjustments) provided in the Notes may not qualify as being pursuant to a bona fide reasonable adjustment formula. If such adjustments are made in connection with other shareholders of our company receiving a distribution of money or other property, holders will be deemed to have received constructive distributions in amounts based on the value of their increased interest in our equity resulting from such adjustments. Generally, such deemed distributions will be taxable in the same manner as an actual distribution as described below under ‘‘— Distributions on the Class B Common Stock,” even though holders have not received any cash or property as a result of such adjustments, except that it is unclear whether such deemed distributions would be eligible for the reduced tax rate applicable to certain dividends paid to non-corporate U.S. holders or the dividend-received deduction applicable to certain dividends paid to corporate U.S. holders. You should consult your tax advisor as to whether such deemed distributions are eligible for dividends-received deduction or the preferential rates applicable to certain dividends. Generally, a U.S. holder’s tax basis in a Note will be increased to the extent any such constructive distribution is treated as a dividend. Because a constructive dividend deemed received by you would not give rise to any cash from which any applicable withholding could be satisfied, if we pay backup withholding on your behalf (because you failed to establish an exemption from backup withholding), we may, at our option, set off any such payment against payments of cash and Class B Common Stock payable on the Notes (or, in certain circumstances, from any payments on the Class B Common Stock).
Distributions on the Class B Common Stock
Distributions, if any, made on our Class B Common Stock generally will be included in your income as dividend income to the extent paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of your adjusted tax basis in the Class B Common Stock, and thereafter as capital gain from the sale or exchange of such Class B Common Stock. Dividends received by a corporate U.S. holder may be eligible for the dividends-received deduction, and dividends received by non-corporate U.S. holders generally will be subject to tax at the current lower applicable capital gains rates, provided in each case that certain holding period and other applicable requirements are satisfied.
Sale, Exchange or Other Taxable Disposition of the Class B Common Stock
Upon the sale, exchange or other taxable disposition of our Class B Common Stock, you generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of all other property received upon such disposition and (ii) your adjusted tax basis in such Class B Common Stock. Such capital gain or loss will be long-term capital gain or loss if your holding period for our Class B Common Stock exceeds one year at the time of such disposition. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, will generally be subject to a reduced rate of U.S. federal income tax. Your ability to deduct capital losses may be limited.

Backup Withholding and Information Reporting
We (or the applicable paying agent) are required to furnish to the record holders of the Notes and Class B Common Stock, other than exempt holders, and to the Internal Revenue Service information with respect to interest and principal paid on the Notes, constructive distributions on the Notes treated as dividends, dividends paid on the Class B Common Stock and the proceeds received upon the sale, exchange or other disposition of such Notes or Class B Common Stock. You may be subject to backup withholding with respect to interest paid on the Notes, constructive distributions on the Notes treated as dividends, dividends paid on the Class B Common Stock or proceeds received from a disposition of the Notes or shares of Class B Common Stock. If you are a U.S. holder and not otherwise exempt from information reporting and backup withholding, payments to you will be subject to backup withholding if:
●
you fail to furnish your taxpayer identification number (‘‘TIN’’), which, for an individual, is ordinarily his or her social security number, in the manner required by the Code and applicable Treasury Regulations;
●
we (or the applicable paying agent) are notified by the Internal Revenue Service that the TIN you furnished is incorrect;
●
in the case of interest and dividend payments, other than certain amounts attributable to accrued interest on sales of Notes between interest payment dates, there has been a ‘‘notified payee underreporting’’ with respect to interest or dividends paid to you, as described in the Code; or
●
in the case of interest and dividend payments, other than certain amounts attributable to accrued interest on sales of Notes between interest payment dates, you have failed to certify under penalty of perjury that you have furnished a correct TIN and that you are not subject to backup withholding under the Code.

The amount of any reportable payments, such as interest or dividends, made to you (unless you are an exempt recipient) and the amount withheld, if any, with respect to such payments will be reported to you and to the Internal Revenue Service for each calendar year. You should consult your tax advisor regarding your qualification for an exemption from backup withholding and information reporting and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax, and you may use amounts withheld under the backup withholding rules as a credit against your U.S. federal income tax liability or may claim a refund as long as you provide the required information to the Internal Revenue Service in a timely manner.
Non-U.S. Holders
Payments of Interest on the Notes
Subject to the discussion of backup withholding below and the discussion of withholding on foreign accounts below, interest paid to a non-U.S. holder should not be subject to the U.S. federal income or withholding tax provided that:
●
you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote (including our Class B Common Stock into which the Note is convertible);
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you are not a ‘‘controlled foreign corporation’’ with respect to which we are, directly or indirectly, a ‘‘related person’’;
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you are not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of your trade or business; and
●
you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, (or successor forms)) or (b) a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business holds the Note on your behalf and certifies, under penalties of perjury, that it has received Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, (or successor forms) from you or from another qualifying financial institution intermediary, and, in certain circumstances, provides a copy of the Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, (or successor forms).
If you hold your Notes through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.


If you cannot satisfy the requirements described above, you will be subject to the 30% U.S. federal withholding tax with respect to payments of interest on the Notes , unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable U.S. income tax treaty or (2) Internal Revenue Service Form W-8ECI (or successor form) stating that the interest paid on the Note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.
If you are engaged in a trade or business in the United States and interest on a Note is effectively connected with your conduct of that trade or business (and if an income tax treaty applies and so requires, such interest is attributable to a permanent establishment or fixed base maintained by you in the United States), you will be subject to U.S. federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding tax, provided the certification requirements described above are satisfied) in the same manner as if you were a U.S. person as defined under the Code. In addition, if you are a non-U.S. corporation for U.S. federal income tax purposes, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest will be included in the earnings and profits of such non-U.S. corporation.
Certain Additional Payments
We may be required to make additional payments to holders of the Notes under the circumstances described under “Description of Notes — Interest Make-Whole Payment upon Certain Conversions,” “Description of Notes — Events of Default,” “Description of Notes — Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change,” and “Description of Notes —Registration Rights; Additional Interest.” For a discussion of the impact of additional payments on the Notes, see the discussion under “Consequences to U.S. holders—Additional Amounts.” It is possible that certain of such payments might be subject to U.S. federal withholding tax at a rate of 30% or lower treaty rate, if applicable. We will determine if any withholding is required if and when any such amounts become payable. Non-U.S. holders should consult their own tax advisors as to the tax considerations that relate to the potential additional interest payments.
Sale, Exchange, Repurchase, Redemption or Other Taxable Disposition of the Notes or the Class B Common Stock
Subject to the discussion of backup withholding and withholding on foreign accounts below, any gain realized upon the sale, exchange, repurchase, redemption or other taxable disposition of a Note or a share of Class B Common Stock generally will not be subject to U.S. federal income tax unless:
●
that gain is effectively connected with your conduct of a trade or business in the United States (and if an income tax treaty applies and so requires, such gain is attributable to a permanent establishment or fixed base maintained by you in the United States);
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you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
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we are or have been a ‘‘United States real property holding corporation’’ (‘‘USRPHC’’) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that you held our Notes or Class B Common Stock and our Class B Common Stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or other disposition occurs.
If your gain is effectively connected with your conduct of a U.S. trade or business (and if an income tax treaty applies and so requires, such gain is attributable to a permanent establishment or fixed base maintained by you in the United States), you generally will be subject to U.S. federal income tax on the net gain derived from the sale, exchange, repurchase, redemption or other disposition. If you are a non-U.S. corporation for U.S. federal income tax purposes, any such effectively connected gain received by you may also, under certain circumstances, be subject to the branch profits tax at a 30% rate (or such lower rate as may be prescribed under an applicable U.S. income tax treaty).
If you are described in the second bullet point above, you will be subject to a 30% U.S. federal income tax on the gain derived from the sale, exchange, repurchase, redemption or other disposition, which gain may be offset by U.S. source capital losses, even though you are not considered a resident of the United States.
With respect to the third bullet point above, generally, a corporation is a U.S. real property holding corporation if the fair market value of its U.S. real property interests, as defined in the Code and applicable regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe we are not currently and do not anticipate becoming a USRPHC for U.S. federal income tax purposes. Any amount paid to you on a sale, exchange, repurchase or redemption of a Note by us which represents interest will be taxable as described above under “— Payments of Interest on the Notes.”

Conversion of the Notes
A non-U.S. holder’s conversion of a Note into Class B Common Stock or a combination of Class B Common Stock and cash (including an interest make-whole payment), will be treated as described under “U.S. Holders — Conversion of the Notes”. To the extent a non-U.S. holder realizes gain, such gain will be treated as described under “— Sale, Exchange, Repurchase, Redemption or Other Taxable Disposition of the Notes or the Class B Common Stock” above. To the extent a non-U.S. holder receives amounts attributable to accrued interest, such amounts will be taxed in the manner described above under ‘‘— Payments of Interest on the Notes.”
Dividends and Constructive Distributions
In general, dividends, if any, received by you with respect to our Class B Common Stock (and any deemed dividends resulting from certain adjustments, or failures to make certain adjustments, to the conversion rate of the Notes (see “—U.S. Holders — Constructive Distributions” above)) will be subject to withholding of U.S. federal income tax at a 30% rate, unless such rate is reduced by an applicable U.S. income tax treaty. In the case of any deemed dividend, this tax could be withheld from amounts owed to you, including interest payments, shares of our Class B Common Stock received upon exchange of the Notes and payments on shares of our Class B Common Stock. Dividends that are effectively connected with your conduct of a trade or business in the United States (and if an income tax treaty applies and so requires, are attributable to a permanent establishment or fixed base maintained by you in the United States) are generally subject to U.S. federal income tax as if you were a U.S. holder and are exempt from the 30% withholding tax (assuming compliance with certain certification requirements). Any such effectively connected dividends received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to the branch profits tax at a 30% rate or such lower rate as may be prescribed under an applicable U.S. income tax treaty. In order to claim the benefit of a U.S. income tax treaty or to claim exemption from withholding because dividends paid to you on our Class B Common Stock (or any constructive distributions on the Notes treated as dividends) are effectively connected with your conduct of a trade or business in the United States, you must provide a properly executed Internal Revenue Service Form W-8BEN or Form W-8BEN-E, as applicable, for treaty benefits or W-8ECI for effectively connected income (or such successor forms as the Internal Revenue Service designates), prior to the payment of dividends. These forms must be periodically updated. You may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund.
Backup Withholding and Information Reporting
If you are a non-U.S. holder, in general, you will not be subject to backup withholding with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a U.S. person, as defined under the Code, and you have given us the statement described above under “Non-U.S. Holders — Payments of Interest on the Notes.” In addition, you will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a Note or a share of Class B Common Stock within the United States or conducted through certain U.S.-related financial intermediaries, if the payer receives the statement described above and does not have actual knowledge or reason to know that you are a U.S. person, as defined under the Code, or you otherwise establish an exemption. However, we (or the applicable paying agent) will be required to report annually to the Internal Revenue Service and to you the amount of, and the tax withheld with respect to, any interest and dividends paid to you, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which you reside. You generally will be entitled to credit any amounts withheld under the backup withholding rules against your U.S. federal income tax liability provided that the required information is furnished to the Internal Revenue Service in a timely manner.
Withholding on Foreign Accounts
The Foreign Account Tax Compliance Act, or FATCA, and guidance issued thereunder may impose withholding taxes on certain types of payments made to ‘‘foreign financial institutions’’ (as specifically defined) and certain other non-U.S. entities (including financial intermediaries). Under FATCA, failure to comply with certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of interest, dividends and sales proceeds of any property of a type which can produce U.S. source interest or dividends to foreign intermediaries and certain non-U.S. holders. FATCA imposes a 30% withholding tax on interest, dividends, or gross proceeds from the sale or other disposition of Class B Common Stock or Notes paid to a foreign financial institution or to a non-financial foreign entity, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non- financial foreign entity either certifies it does not have any “substantial United States owners” as specifically defined in FATCA or furnishes identifying information regarding each substantial United States owner or (iii) the foreign financial institution or the non-financial foreign entity qualifies for an exemption from the withholding tax. If the payee is a foreign financial institution, in the absence of any applicable exemption, it must enter into an agreement with the United States Treasury requiring, among other things, that it undertake to identify accounts held by certain United States persons or United States-owned foreign entities, annually report certain information about such accounts, and withhold 30% on “withholdable payments” (as specifically defined) made to certain account holders. An intergovernmental agreement between the United States and the foreign entity’s jurisdiction may modify these requirements. Prospective investors should consult their tax advisors regarding the implications of FATCA with respect to an investment in the Notes.

Dividend Equivalents
Section 871(m) of the Code requires withholding (of up to 30%, depending on whether a treaty applies) on certain financial instruments to the extent that the payments or deemed payments on the financial instruments are treated as being contingent upon or determined by reference to U.S.-source dividends. Under Treasury Regulations promulgated under Section 871(m), Section 871(m) will apply to financial instruments issued in 2019 only if they are “delta-one.” A “delta-one” instrument is one in which, as of the pricing date, the ratio of the change in the fair market value of the instrument to a small change in the fair market value of the property referenced by the instrument is equal to 1.00. We have determined that the Notes are not delta-one instruments. Accordingly, non-U.S. holders of the Notes should not be subject to tax under Section 871(m). However, it is possible that Section 871(m) withholding tax could apply to the Notes under these rules in the future if, pursuant to a deemed taxable exchange, the Notes are treated as newly issued after January 1, 2021. If withholding is required, we (or the applicable withholding agent) would be entitled to withhold such taxes without being required to pay any additional amounts with respect to amounts so withheld. Non-U.S. holders should consult with their tax advisors regarding the application of Section 871(m) and the regulations thereunder in respect of their acquisition and ownership of the Notes .

DESCRIPTION OF THE NOTES

On January 10, 2020, the Company entered into a note exchange and subscription agreement (the "Note Exchange & Subscription Agreement"), as amended by that certain Joinder and Amendment effective January 13, 2020 (the "Joinder Agreement," and together with the Note Exchange & Subscription Agreement, the "Note Agreement"), with the investors in the Company's May 2019 144A Convertible Note transaction (the "Note Investors"), pursuant to which the Company agreed to complete (i) a note exchange pursuant to which $30 million of the Company's 6.75% Convertible Senior Notes due 2024 would be cancelled in exchange for a new series of 6.75% Convertible Senior Notes due 2025 (the “Notes”) and (ii) the issuance of additional Notes in a private placement in reliance on the exemption from registration provided by Rule 506 of Regulation D of the Securities Act as a sale not involving any public offering (the "Note Offering"). On January 14, 2020, the Company closed the Note Offering. The net proceeds for the Note Offering were approximately $8.6 million, after deducting offering-related expenses.
The Notes were issued on January 14, 2020 pursuant to an Indenture, by and between the Company and Wilmington Trust, National Association, as trustee (the “trustee”). The terms of the Notes include those expressly set forth in the Indenture and pursuant to “—Registration Rights; Additional Interest,” or qualify the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes and any shares of Class B Common Stock issuable upon conversion of the Notes are entitled to the benefits of the registration rights agreement.
The following description is a summary of the material provisions of the Notes, the Indenture and the registration rights agreement and does not purport to be complete. This summary is subject to and is qualified by reference to all of the provisions of the Notes, the Indenture and the registration rights agreement, including the definitions of certain terms used in these documents. We urge holders to read these documents because they, and not this description, define their rights as a holder of the Notes.
General
The Notes are:
●
our general unsecured, senior obligations;
●
initially be limited to an aggregate principal amount of $38,750,000;
●
bear cash interest from, and including, January 14, 2020 at an annual rate of 6.75% payable semiannually on January 1 and July 1 of each year, beginning on July 1, 2020;
●
effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness;
●
equal in right of payment to all of our other senior unsecured indebtedness;
●
subject to redemption at our option, in whole or in part, on or after January 14, 2023 if the last reported sale price of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide 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;
●
subject to repurchase by us at the option of the holders following a fundamental change (as defined below under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant fundamental change repurchase date;
●
to mature on January 1, 2025, unless earlier converted, redeemed or repurchased;
●
issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof; and
●
represented by one or more registered Notes in global form, but in certain limited circumstances may be represented by Notes in definitive form. See “—Book-Entry, Settlement and Clearance.”


Subject to satisfaction of certain conditions and during the periods described below, the Notes may be converted at an initial conversion rate of 25 shares of Class B Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $40.00 per share of Class B Common Stock). The conversion rate is subject to adjustment if certain events occur.
In addition, on or after the date that is one year after the last date of original issuance of the Notes offered hereby or after the occurrence of any 30 trading day period during which the last reported sale price of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), we will in certain circumstances make an interest make-whole payment (an “interest make-whole payment”) to a converting holder payable in cash or shares of Class B Common Stock, at our election, as described under “—Conversion Rights—Interest Make-Whole Payment upon Certain Conversions.”
 We will settle conversions of Notes, subject to the blocker provision (as defined below in “—Ownership Limitation”), by paying or delivering, as the case may be, cash, shares of our Class B Common Stock or a combination of cash and shares of our Class B Common Stock, at our election, as described under “—Conversion Rights—Settlement upon Conversion,” and an interest-make whole payment, if applicable. Holders of Notes will not receive any separate cash payment for interest, if any, accrued and unpaid to the conversion date except under the limited circumstances described below.
 The Indenture does not limit the amount of unsecured debt that may be issued by us or our subsidiaries under the Indenture or otherwise, though we and our subsidiaries will be limited in the amount of secured debt we or they can incur to the extent described under “Description of Notes—Limitation on Liens Securing Indebtedness.” The Indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions described under “—Limitation on Liens Securing Indebtedness,” “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” and “—Consolidation, Merger or Sale of Assets” below and except for the provisions set forth under “—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption,” the Indenture does not contain any covenants or other provisions designed to afford holders of the Notes protection in the event of a highly leveraged transaction, recapitalization or similar restructuring involving us that could adversely affect such holders.
 We may not reopen the Indenture to issue additional Notes without the consent of the holders.
 We intend to make all payments due on the Notes when due, and believe that we will have the financial ability to do so.
 We do not intend to list the Notes on any securities exchange or any automated dealer quotation system.
 Except to the extent the context otherwise requires, we use the term “Notes” in this prospectus to refer to each $1,000 principal amount of Notes. References in this prospectus to a “holder” or “holders” of Notes that are held through The Depository Trust Company (“DTC”) are references to owners of beneficial interests in such Notes, unless the context otherwise requires. However, we and the trustee will treat the person in whose name the Notes are registered (Cede & Co., in the case of Notes held through DTC) as the owner of such Notes for all purposes. References herein to the “close of business” refer to 5:00 p.m., New York City time, and to the “open of business” refer to 9:00 a.m., New York City time.

Ownership Limitation
Notwithstanding the foregoing and anything to the contrary in this description of Notes or in the Indenture, no holder (other than the depositary with respect to the Notes) or beneficial owner of a Note shall have the right to receive shares of our Class B Common Stock upon conversion, and any purported delivery of shares of Class B Common Stock to such holder or beneficial owner shall be null and void, to the extent that, following receipt of such shares, such holder or beneficial owner (together with such holder’s affiliates and any other persons whose beneficial ownership of common stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act and the rules promulgated thereunder, including any “group” of which such holder is a member) would be the beneficial owner (within the meaning of Section 13(d) under the Exchange Act and the rules promulgated thereunder) of more than 4.99% of the outstanding shares of our Class B Common Stock; provided that if such holder or beneficial owner is so prevented from receiving any shares to which it would otherwise be entitled, our obligation to deliver such shares shall not be extinguished, and we shall deliver such shares (or any designated portion thereof) within two business days following written notice from the converting holder or beneficial owner that receipt of such shares (or any designated portion thereof) would not be prohibited by this sentence (this sentence being referred to as the “blocker provision”); provided, however, that such blocker provision shall not apply in connection with and subject to completion of a third party tender offer for the Class B Common Stock issuable thereupon. The provisions of this paragraph may be construed and implemented by us in a manner that is otherwise than in strict conformity with the terms of this paragraph in order to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Notes. The trustee (including in its capacities as security registrar, paying agent and conversion agent) shall have no responsibility for construing or implementing the provisions of this paragraph or for determining whether any holder or beneficial owner of a Note would upon conversion be prevented from receiving any shares as a result of this paragraph.

Purchase and Cancellation
We will cause all Notes surrendered for payment, repurchase (including as described immediately below and in “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), redemption, registration of transfer or exchange or conversion, if surrendered to any person other than the trustee (including any of our agents, subsidiaries or affiliates), to be delivered to the trustee for cancellation in accordance with its customary procedures. All Notes delivered to the trustee shall be cancelled promptly by the trustee. Except for any Notes surrendered for registration of transfer or exchange, no Notes shall be authenticated in exchange for any Notes cancelled as provided in the Indenture.
We may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to us), repurchase Notes in the open market or otherwise, whether by us or our subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. We will cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the trustee for cancellation, and they will no longer be considered “outstanding” under the Indenture upon their repurchase.
Payments on the Notes; Paying Agent and Registrar; Transfer and Exchange
Through our paying agent, we will pay the principal of, and interest on, Notes in global form registered in the name of or held by DTC or its nominee by wire transfer in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global Note.
Through our paying agent, we will pay the principal of any certificated Notes at the office or agency designated by us for that purpose. We have initially designated the trustee as our paying agent and registrar and its office in the contiguous United States as a place where Notes may be presented for payment or for registration of transfer. We may, however, change the paying agent or registrar without prior notice to the holders of the Notes, and we may act as paying agent or registrar. Interest on certificated Notes is payable (i) to holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the holders of these Notes and (ii) to holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each holder or, upon application by such a holder to the trustee not later than the relevant regular record date, by wire transfer in immediately available funds to that holder’s account within the United States, which application shall remain in effect until the holder notifies, in writing, the registrar to the contrary.

A holder of Notes may transfer or exchange Notes at the office of the registrar in accordance with the Indenture. The registrar and the trustee may require a holder, among other things, to offer indemnity or security satisfactory to it and to furnish appropriate endorsements and transfer documents. No service charge will be imposed by us, the trustee or the registrar for any registration of transfer or exchange of Notes, but we may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the Indenture. Holders of Notes may not sell or otherwise transfer Notes or any Class B Common Stock issuable upon conversion of Notes except in compliance with the provisions set forth below under “Transfer Restrictions.” We are not required to transfer or exchange any Note selected for redemption or surrendered for conversion or required repurchase.
The registered holder of a Note will be treated as its owner for all purposes.
Interest
The Notes bear cash interest at a rate of 6.75% per year until maturity. Interest on the Notes accrues from, and including, January 14, 2020 or from, and including, the most recent date on which interest has been paid or duly provided for. Interest is payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2020.
Interest will be paid to the person in whose name a Note is registered at the close of business on December 15 or June 15 (whether or not a business day), as the case may be, immediately preceding the relevant interest payment date (each, a “regular record date”). Interest on the Notes is computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month.
If any interest payment date, the maturity date, any redemption date or any earlier required repurchase date upon a fundamental change of a Note falls on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of the delay. The term “business day” means, with respect to any note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

Unless the context otherwise requires, all references to interest in this prospectus include additional interest, if any, payable as described under “—Registration Rights; Additional Interest” and at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under “—Events of Default.”

Ranking
The Notes are our general unsecured obligations that rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the Notes. The Notes rank equal in right of payment with all of our liabilities that are not so subordinated. The Notes effectively rank junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness. In the event of our bankruptcy, liquidation, reorganization or other winding up, our assets that secure secured debt will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been repaid in full from such assets. The Notes rank structurally junior to all indebtedness and other liabilities of our subsidiaries (including trade payables but excluding intercompany obligations and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP). A significant portion of our operations are conducted through and a significant portion of our assets are held by our subsidiaries. The Notes are not be guaranteed by any of our current or future subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due with respect to the Notes or to make any funds available therefor, whether by dividends, loans or other payments. Our right to receive any assets of any of our subsidiaries upon such subsidiary’s bankruptcy, liquidation or reorganization, and, therefore, the right of the holders of Notes to participate in those assets, will be subject to prior claims of creditors of the subsidiary, including trade creditors, and such subsidiary may not have sufficient assets remaining to make any payments to us as a shareholder or otherwise. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the Notes then outstanding.
As of December 31, 2019, excluding operating lease liabilities and the derivative liability, our total consolidated net indebtedness was approximately $82,585,522, of which an aggregate of $60,494,304 was secured indebtedness, and approximately $59,160,970 of such secured indebtedness is directly attributable to the Company's vehicles in inventory or held for sale, and the security of those lenders includes all of the vehicles financed by such lenders as well as all of the assets of our subsidiaries Wholesale Inc. and AutoSport USA, Inc. As of December 31, 2019, approximately $80,092,280 of our total consolidated indebtedness was senior indebtedness.
The ability of our subsidiaries to pay dividends and make other payments to us may be restricted by, among other things, our future debt instruments, applicable corporate and other laws and regulations as well as agreements to which our subsidiaries may become a party. We may not be able to pay the cash portions of any settlement amount upon conversion of the Notes, or to pay cash for the fundamental change repurchase price upon a fundamental change if a holder requires us to repurchase Notes as described below. See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to settle the Notes in cash on a conversion, to repurchase the Notes on a fundamental change, or to repay the Notes at maturity. In addition, the terms of our future debt may contain limitations on our ability to pay cash on conversion or repurchase of the Notes.”

Limitation on Liens Securing Indebtedness
We will not, nor will we permit any of our subsidiaries to create, assume or suffer to exist any Lien to secure Indebtedness (as defined below) on any asset now owned or hereafter acquired by us or any of our subsidiaries except for Permitted Liens; provided, however, that any Lien on such asset shall be permitted notwithstanding that it is not a Permitted Lien if all payments due under the Indenture and the Notes are secured on an equal and ratable (or senior) basis with the obligations so secured by such Lien until such time as such obligations are no longer secured by a Lien.
 The foregoing covenant will immediately terminate, and any then existing default thereof will immediately be deemed cured, upon the earliest to occur of: (i) a fundamental change described in clause (1) or (2) of the definition thereof, (ii) such time as less than $3.0 million aggregate principal amount of Notes are outstanding and (iii) both of (x) the conclusion of any 30 trading day period during which the last reported sale price of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) and (y) the initial effectiveness of the shelf registration statement described under “—Registration Rights; Additional Interest”.
 Any Lien created for the benefit of the holders pursuant to the foregoing covenant shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the earlier of (x) the termination of such Indebtedness and (y) the termination of the foregoing covenant.


As used in this section, the following terms have the following meanings:
“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with U.S. GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.
“Consumer Warehouse Facilities” means a revolving credit or repurchase facility intended to finance the loans made by us or any of our subsidiaries to consumers acquiring vehicles of any nature from any of our subsidiaries which facility may include Liens on the accounts, documents and other property of the entity making or acquiring or otherwise involved with such consumer loans.
“Credit Facilities” means one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables), letters of credit, (ii) debt securities, Indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (iii) instruments or agreements evidencing any other Indebtedness, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding our subsidiaries as additional borrowers or guarantors thereunder).
“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).
“Hedging Obligations” means, with respect to any specified person, the obligations of such person under:
(1)
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
(2)
other agreements or arrangements designed to manage interest rates or interest rate risk; and
(3)
other agreements or arrangements designed to protect such person against fluctuations in currency exchange rates or commodity prices.
“Indebtedness” means, with respect to any specified person, any indebtedness of such person (excluding accrued expenses and trade payables), whether or not contingent:
(1)
in respect of borrowed money;
(2)
evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(3)
in respect of banker’s acceptances;
(4)
representing Capital Lease Obligations;
(5)
representing the balance deferred and unpaid of the purchase price of any property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such person’s business); or
(6)
representing any Hedging Obligations,
if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified person prepared in accordance with U.S. GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified person (whether or not such Indebtedness is assumed by the specified person) and, to the extent not otherwise included, the Guarantee by the specified person of any Indebtedness of any other person, to the extent, as applicable, of the amount of Indebtedness covered by such Guarantee, or the lesser of the fair market value (as determined in good faith by us) of the asset or assets subject to such Lien or the principal (or accreted) amount of the Indebtedness secured by such Lien; provided that Indebtedness shall not include post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing. Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification 815 — Derivatives and Hedging and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indenture governing the Notes as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.


The amount of any Indebtedness outstanding as of any date will be:
(1)
the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;
(2)
the principal amount of the Indebtedness, in the case of any other Indebtedness;
(3)
in the case of the Guarantee by the specified person of any Indebtedness of any other person where the amount of the Guarantee is less than the principal amount of such Indebtedness, such lesser amount; and
(4)
in respect of Indebtedness of another person secured by a Lien on the assets of the specified person, the lesser of:
(a)
the fair market value of such assets at the date of determination, as determined in good faith by us; and
(b)
the amount of the Indebtedness of the other person so secured.
“Inventory Financing Agreement” means that certain Inventory Financing and Security Agreement, by and among Inventory Financing Lenders and RMBL Missouri, dated February 16, 2018, as it may be amended, and any similar agreements entered into with any Inventory Financing Lender.
“Inventory Financing Lenders” means Ally Bank and Ally Financial Inc., collectively and each of their assigns or successors in interest, and any additional or replacement lenders providing inventory financing to us or any of our subsidiaries, provided that such lender shall be domiciled in the United States and shall be in the business of extending credit of such type in the ordinary course of business.
“Liens” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in the nature of a security interest in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof. For the avoidance of doubt, a license shall not constitute a “Lien” for purposes of this section.
“Permitted Liens” means:
(1)
Liens on any or all of our and our subsidiaries’ assets securing one or more Credit Facilities (and borrowings thereunder) other than Inventory Financing Agreements and Credit Facilities for Consumer Warehouse Facilities; provided that the aggregate secured borrowings under such Credit Facilities shall not at any one time exceed $5.0 million in the aggregate;
(2)
Liens on property (including equity interests) existing at the time of acquisition of the property and/or person by us or any of our subsidiaries (plus improvements and accessions to such property or proceeds or distributions thereof); provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of such acquisition;
(3)
Liens arising under the Indenture governing the Notes, including those that are for the benefit of the trustee;
(4)
Liens securing Hedging Obligations entered into by us and/or any of our subsidiaries in the ordinary course of business and entered into for bona fide hedging purposes (and not for speculative purposes) as determined in good faith by us;
(5)
Liens securing Indebtedness pursuant to a Qualified Inventory Financing;
(6)
Liens securing Indebtedness constituting Consumer Warehouse Facilities;
(7)
Liens securing Capital Lease Obligations in an amount not in excess of $1,000,000; and
(8)
Liens securing letters of credit (or reimbursement agreements in respect thereof) in an amount not to exceed $500,000 at any time outstanding, and Liens securing reimbursement obligations in connection with letters of credit serving as a lease deposit.
“Qualified Inventory Financing” means Indebtedness owing to Inventory Financing Lenders pursuant to an Inventory Financing Agreement, provided that, the aggregate outstanding amount of the aggregate amount of such Indebtedness at any time outstanding shall not exceed the aggregate book value of all inventory of us and our subsidiaries, on a consolidated basis.
“U.S. GAAP” means generally accepted accounting principles in the United States as in effect on the date of the Indenture, without giving effect to ASU 2016-02, Leases (Topic 842).


Optional Redemption on or after January 14, 2023
No “sinking fund” is provided for the Notes, which means that we are not required to redeem or retire the Notes periodically. Prior to January 14, 2023, the Notes are not redeemable. On or after January 14, 2023, we may redeem for cash all or any portion of the Notes, at our option, if the last reported sale price (as defined under “—Conversion Rights—Settlement upon Conversion”) of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. In the case of any optional redemption, we will provide not less than 50 nor more than 65 scheduled trading days’ notice before the redemption date to the trustee, the paying agent and each holder of Notes, and the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (unless the redemption date falls after a regular record date but on or prior to the immediately succeeding interest payment date, in which case we will pay the full amount of accrued and unpaid interest to the holder of record as of the close of business on such regular record date, and the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed). The redemption date must be a business day, and we may not specify a redemption date that falls on or after July 1, 2024.
If we decide to redeem fewer than all of the outstanding Notes, the Notes to be redeemed will be selected according to DTC’s applicable procedures, in the case of Notes represented by a global note, or, in the case of Notes in certificated form, the trustee shall select, pro rata or by lot or in such other manner as it shall deem appropriate and fair, Notes to be redeemed in whole or in part.
If the trustee selects a portion of a holder’s Note for partial redemption and such holder converts a portion of the same note, the converted portion will be deemed to be from the portion selected for redemption.
In the event of any redemption in part, we will not be required to register the transfer of or exchange for other Notes any Note so selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.
No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the redemption date (except in the case of an acceleration resulting from a default by us in the payment of the redemption price with respect to such Notes).

Conversion Rights
General
Prior to the close of business on the business day immediately preceding July 1, 2024, the Notes are convertible only upon satisfaction of one or more of the conditions described under the headings “—Conversion upon Satisfaction of Sale Price Condition,” “—Conversion upon Satisfaction of Trading Price Condition,” “—Conversion upon Notice of Redemption” and “—Conversion upon Specified Corporate Events.” On or after July 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing conditions.
The conversion rate for the Notes is initially 25 shares of Class B Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $40.00 per share of Class B Common Stock). Upon conversion of a note, subject to the blocker provision to the extent applicable, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our Class B Common Stock or a combination of cash and shares of our Class B Common Stock, at our election, all as set forth below under “—Settlement upon Conversion.” If we satisfy our conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of our Class B Common Stock, the amount of cash and shares of Class B Common Stock, if any, due upon conversion will be based on a daily conversion value (as defined below) calculated on a proportionate basis for each trading day in a 40 trading day observation period (as defined below under “—Settlement upon Conversion”) and an interest make-whole payment, if applicable. The trustee initially acts as the conversion agent.
A holder may convert fewer than all of such holder’s Notes so long as the Notes converted are an integral multiple of $1,000 principal amount.
If we call Notes for redemption, a holder of Notes may convert all or any portion of its Notes only until the close of business on the scheduled trading day immediately preceding the redemption date, unless we fail to pay the redemption price (in which case a holder of Notes may convert such Notes until the close of business on the business day immediately preceding the date on which the redemption price has been paid or duly provided for).

Upon conversion, holders will not receive any separate cash payment for accrued and unpaid interest, if any, except as described below and under “Interest Make-Whole Payment upon Certain Conversions.” We will not issue fractional shares of our Class B Common Stock upon conversion of Notes. Instead, we will pay cash in lieu of delivering any fractional share as described under “—Settlement upon Conversion” and under “Interest Make-Whole Payment upon Certain Conversions.” Our payment and delivery, as the case may be, to holders of the cash, shares of our Class B Common Stock or a combination thereof, as the case may be, into which a Note is convertible will be deemed to satisfy in full our obligation to pay:
●
the principal amount of the note; and
●
accrued and unpaid interest, if any, to, but not including, the relevant conversion date.
As a result, accrued and unpaid interest, if any, to, but not including, the relevant conversion date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of our Class B Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion.
Notwithstanding the immediately preceding paragraph, if Notes are converted after the close of business on a regular record date for the payment of interest and prior to the open of business on the corresponding interest payment date, holders of such Notes at the close of business on such regular record date will receive the full amount of interest payable on such Notes on the corresponding interest payment date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any regular record date to the open of business on the immediately following interest payment date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made:
●
for conversions following the regular record date immediately preceding the maturity date;
●
if we have specified a redemption date that is after a regular record date and on or prior to the second business day immediately following the corresponding interest payment date (or, if such interest payment date is not a business day, the third business day immediately following such interest payment);
●
if we have specified a fundamental change repurchase date that is after a regular record date and on or prior to the business day immediately following the corresponding interest payment date (or, if such interest payment date is not a business day, the second business day immediately following such interest payment);
●
for Notes in respect of which an interest make-whole payment is payable upon conversion; or
●
to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such note.
 Therefore, for the avoidance of doubt, all record holders after the close of business on the regular record date immediately preceding the maturity date, a redemption date or fundamental change repurchase date described in the second and third bullets in the preceding paragraph and any record holders entitled to receive an interest make-whole payment upon conversion described in the fourth bullet in the preceding paragraph will receive the full interest payment due on the maturity date or other applicable interest payment date regardless of whether their Notes have been converted following such regular record date.
If a holder converts Notes, we will pay any documentary, stamp or similar issue or transfer tax due on any issuance of any shares of our Class B Common Stock upon the conversion, unless the tax is due because the holder requests such shares to be issued in a name other than the holder’s name, in which case the holder will pay that tax.
Neither the trustee nor the conversion agent (if other than the trustee) will have any duty to determine or verify our determination of whether any of the conditions to conversion have been satisfied.
Holders may surrender their Notes to the conversion agent for conversion only under the following circumstances:


Conversion upon Satisfaction of Sale Price Condition
Prior to the close of business on the business day immediately preceding July 1, 2024, a holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Class B Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day. If the sale price condition has been met, we will so notify in writing the holders, the trustee and the conversion agent (if other than the trustee).
The “last reported sale price” of our Class B Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our Class B Common Stock is traded. If our Class B Common Stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the last quoted bid price for our Class B Common Stock in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our Class B Common Stock is not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our Class B Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose. The “last reported sale price” will be determined without regard to after-hours trading or any other trading outside of regular trading session hours.
Except for purposes of determining amounts due upon conversion and the number of shares, if any, deliverable in respect of an interest make-whole payment, “trading day” means a day on which (i) trading in our Class B Common Stock (or other security for which a closing sale price must be determined) generally occurs on The NASDAQ Capital Market or, if our Class B Common Stock (or such other security) is not then listed on The NASDAQ Capital Market, on the principal other U.S. national or regional securities exchange on which our Class B Common Stock (or such other security) is then listed or, if our Class B Common Stock (or such other security) is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our Class B Common Stock (or such other security) is then traded, and (ii) a last reported sale price for our Class B Common Stock (or closing sale price for such other security) is available on such securities exchange or market. If our Class B Common Stock (or such other security) is not so listed or traded, “trading day” means a “business day.”
Conversion upon Satisfaction of Trading Price Condition
Prior to the close of business on the business day immediately preceding July 1, 2024, a holder of Notes may surrender all or any portion of its Notes for conversion at any time during the five consecutive business day period immediately following any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of Notes, as determined following a request by a holder of Notes in accordance with the procedures described below, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate on each such trading day.
The “trading price” of the Notes on any date of determination means the average of the secondary market bid quotations obtained by the bid solicitation agent for $2,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select for this purpose;provided that if three such bids cannot reasonably be obtained by the bid solicitation agent but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the bid solicitation agent, that one bid shall be used. If the bid solicitation agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from a nationally recognized securities dealer, then the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate. If we do not, when we are required to, instruct the bid solicitation agent to obtain bids, or if we give such instruction to the bid solicitation agent, and the bid solicitation agent fails to make such determination, then, in either case, the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate on each trading day of such failure.
The bid solicitation agent shall have no obligation to determine the trading price per $1,000 principal amount of Notes unless we have requested such determination in writing; and we shall have no obligation to make such request unless a holder of a Note provides us with reasonable evidence that the trading price per $1,000 principal amount of Notes would be less than 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate. At such time, we shall instruct the bid solicitation agent to determine the trading price per $1,000 principal amount of Notes beginning on the next trading day and on each successive trading day until the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate, and we shall instruct the three independent nationally recognized securities dealers to deliver bids to the bid solicitation agent. If the trading price condition has been met, we will so notify the holders, the trustee and the conversion agent (if other than the trustee) in writing. If, at any time after the trading price condition has been met, the trading price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the last reported sale price of our Class B Common Stock and the conversion rate for such date, we will so notify the holders, the trustee and the conversion agent (if other than the trustee).


We are initially acting as the bid solicitation agent.
Conversion upon Notice of Redemption
If we call any or all of the Notes for redemption, holders may convert all or any portion of their Notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert such Notes on account of our delivery of the notice of redemption will expire, unless we default in the payment of the redemption price, in which case a holder of Notes may convert all or any portion of its Notes until the business day immediately preceding the date on which the redemption price has been paid or duly provided for.

Conversion upon Specified Corporate Events

Certain Distributions
If, prior to the close of business on the business day immediately preceding July 1, 2024, we elect to:
●
issue to all or substantially all holders of our Class B Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan in respect of which the stockholder rights have not separated from the shares of Class B Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of our Class B Common Stock at a price per share that is less than the average of the last reported sale prices of our Class B Common Stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance; or
●
distribute to all or substantially all holders of our Class B Common Stock our assets, securities or rights to purchase our securities (other than pursuant to a stockholder rights plan in respect of which the stockholder rights have not separated from the shares of Class B Common Stock), which distribution has a per share value, as reasonably determined by our Board of Directors (the "Board") or a committee thereof, exceeding 10% of the last reported sale price of our Class B Common Stock on the trading day preceding the date of announcement for such distribution,
then, in either case, we must notify the holders of the Notes, the trustee and the conversion agent (if other than the trustee) in writing at least 50 scheduled trading days prior to the ex-dividend date for such issuance or distribution. Once we have given such notice, holders may surrender all or any portion of their Notes for conversion at any time until the earlier of the close of business on the business day immediately preceding the ex-dividend date for such issuance or distribution and our announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time.

Certain Corporate Events

If (i) a transaction or event that constitutes (x) a “fundamental change” (as defined under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes”) or (y) a “make-whole fundamental change” (as defined under “—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption”) occurs prior to the close of business on the business day immediately preceding July 1, 2024, regardless of whether a holder has the right to require us to repurchase the Notes as described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes,” or (ii) we are a party to a share exchange event (as defined under “—Recapitalizations, Reclassifications and Changes of Our Class B Common Stock”) that occurs prior to the close of business on the business day immediately preceding July 1, 2024 (each such fundamental change, make-whole fundamental change or share exchange event, a “corporate event”), then, in each case, all or any portion of a holder’s Notes may be surrendered for conversion at any time on or after the effective date of the corporate event until 35 trading days after the effective date of such corporate event or, if such corporate event also constitutes a fundamental change, until the related fundamental change repurchase date. We will notify holders, the trustee and the conversion agent (if other than the trustee) in writing no later than the effective date of such corporate event.
Conversions on or after July 1, 2024
On or after July 1, 2024, a holder may convert all or any portion of its Notes at any time prior to the close of business on the business day immediately preceding the maturity date regardless of the foregoing conditions.


Conversion Procedures
If any holder holds a beneficial interest in a global Note, to convert such holder must comply with DTC’s procedures for converting a beneficial interest in a global Note and, if required, pay funds equal to interest payable on the next interest payment date to which such holder is not entitled. As such, if any holder is a beneficial owner of the Notes, such holder must allow for sufficient time to comply with DTC’s procedures if such holder wishes to exercise its conversion rights.
If a holder holds a certificated note, to convert such holder must:
●
complete and manually sign the conversion notice on the back of the note, or a facsimile of the conversion notice;
●
deliver the conversion notice, which is irrevocable, and the Note to the conversion agent;
●
if required, furnish appropriate endorsements and transfer documents; and
●
if required, pay funds equal to interest payable on the next interest payment date to which such holder is not entitled.

We will pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of our Class B Common Stock upon conversion of the Notes, unless the tax is due because the holder requests such shares to be issued in a name other than the holder’s name, in which case the holder will pay the tax.
We refer to the date any holder complies with the relevant procedures for conversion described above as the “conversion date.”
If a holder has already delivered a repurchase notice as described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” with respect to a note, the holder may not surrender that Note for conversion until the holder has withdrawn the repurchase notice in accordance with the relevant provisions of the Indenture. If a holder submits its Notes for required repurchase, the holder’s right to withdraw the fundamental change repurchase notice and convert the Notes that are subject to repurchase will terminate at the close of business on the business day immediately preceding the relevant fundamental change repurchase date.
Settlement upon Conversion
Upon conversion, we may choose to pay or deliver, as the case may be, either cash (“cash settlement”), shares of our Class B Common Stock (“physical settlement”) or a combination of cash and shares of our Class B Common Stock (“combination settlement”), as described below. We refer to each of these settlement methods as a “settlement method.”
All conversions for which the relevant conversion date occurs on or after July 1, 2024, and all conversions for which the relevant conversion date occurs on or after our issuance of a notice of redemption as described under “—Optional Redemption on or after January 14, 2023” but prior to the related redemption date (a “redemption period”), will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs on or after July 1, 2024, and any conversions for which the relevant conversion date occurs during a redemption period, we will use the same settlement method for all conversions with the same conversion date, but we do not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, prior to July 1, 2024 and other than during a redemption period, we may choose for Notes converted on one conversion date to settle conversions in physical settlement, and choose for Notes converted on another conversion date cash settlement or combination settlement.
If we elect a settlement method, we will inform in writing holders so converting, the trustee and the conversion agent (if other than the trustee) of the settlement method we have selected no later than the close of business on the scheduled trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs (i) during a redemption period, in the related notice of redemption or (ii) on or after July 1, 2024, nolater than July 1, 2024). If we do not timely elect a settlement method, we will no longer have the right to elect cash settlement or physical settlement for such conversion or during such period and we will be deemed to have elected combination settlement in respect of our conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of Notes will be equal to $1,000. If we timely elect combination settlement, but we do not timely notify converting holders of the specified dollar amount per $1,000 principal amount of Notes to be converted, such specified dollar amount will be deemed to be $1,000. It is our current intent to settle conversions of the Notes through combination settlement with a specified dollar amount per $1,000 principal amount of Notes of $1,000

Settlement amounts will be computed as follows:
●
if we elect physical settlement, subject to the blocker provision to the extent applicable, we will deliver to the converting holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Class B Common Stock equal to the conversion rate, together with a cash payment in lieu of delivering any fractional shares, and the interest make-whole payment, if applicable;
●
if we elect cash settlement, subject to the blocker provision to the extent applicable, we will pay to the converting holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 40 consecutive trading days during the related observation period, together with a cash payment in lieu of delivering any fractional shares, and the interest make-whole payment, if applicable; and
●
if we elect (or are deemed to have elected) combination settlement, subject to the blocker provision to the extent applicable, we will pay or deliver, as the case may be, to the converting holder in respect of each $1,000 principal amount of Notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 40 consecutive trading days during the related observation period, together with a cash payment in lieu of delivering any fractional shares, and the interest make-whole payment, if applicable.
●
The “daily settlement amount,” for each of the 40 consecutive trading days during the observation period, shall consist of:
●
cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the notice specifying our chosen settlement method (or deemed specified as set forth above) (the “specified dollar amount”), if any, divided by 40 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and
●
if the daily conversion value exceeds the daily measurement value, a number of shares of our Class B Common Stock equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
The “daily conversion value” means, for each of the 40 consecutive trading days during the observation period, one-fortieth (1/40th) of the product of (1) the conversion rate on such trading day and (2) the daily VWAP for such trading day.
The “daily VWAP” means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “RMBL <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of our Class B Common Stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The “daily VWAP” will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
The “observation period” with respect to any Note surrendered for conversion means:
●
subject to the immediately succeeding bullet, if the relevant conversion date occurs prior to July 1, 2024, the 40 consecutive trading day period beginning on, and including, the second trading day immediately succeeding such conversion date;
●
if the relevant conversion date occurs during a redemption period with respect to the Notes as described under “—Optional Redemption on or after January 14, 2023,” the 40 consecutive trading days beginning on, and including, the 41st scheduled trading day immediately preceding such redemption date; and
●
if the relevant conversion date occurs on or after July 1, 2024, the 40 consecutive trading days beginning on, and including, the 41st scheduled trading day immediately preceding the maturity date.
For the purposes of determining amounts due upon conversion and the number of shares, if any, deliverable in respect of an interest make-whole payment only, “trading day” means a day on which (i) there is no “market disruption event” (as defined below) and (ii) trading in our Class B Common Stock generally occurs on The NASDAQ Capital Market or, if our Class B Common Stock is not then listed on The NASDAQ Capital Market, on the principal other U.S. national or regional securities exchange on which our Class B Common Stock is then listed or, if our Class B Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our Class B Common Stock is then listed or admitted for trading. If our Class B Common Stock is not so listed or admitted for trading, “trading day” means a “business day.”


“Scheduled trading day” means a day that is scheduled to be a trading day on the principal U.S. national or regional securities exchange or market on which our Class B Common Stock is listed or admitted for trading. If our Class B Common Stock is not so listed or admitted for trading, “scheduled trading day” means a “business day.”
For the purposes of determining amounts due upon conversion and the number of shares, if any, deliverable in respect of an interest make-whole payment, “market disruption event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which our Class B Common Stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for our Class B Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our Class B Common Stock or in any options contracts or futures contracts relating to our Class B Common Stock.
Except as described under “—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption” and “—Recapitalizations, Reclassifications and Changes of Our Class B Common Stock,” we will deliver the consideration due in respect of conversion on the second business day immediately following the relevant conversion date, if we elect physical settlement, or on the second business day immediately following the last trading day of the relevant observation period, in the case of any other settlement method.
We will pay cash in lieu of delivering any fractional share of Class B Common Stock issuable upon conversion based on the daily VWAP for the relevant conversion date (in the case of physical settlement) or based on the daily VWAP for the last trading day of the relevant observation period (in the case of combination settlement).
Each conversion will be deemed to have been effected as to any Notes surrendered for conversion on the conversion date; provided, however, that the person in whose name any shares of our Class B Common Stock shall be issuable upon such conversion will be treated as the holder of record of such shares as of the close of business on the conversion date (in the case of physical settlement) or the last trading day of the relevant observation period (in the case of combination settlement).

Conversion Rate Adjustments
The conversion rate will be adjusted as described below, except that we will not make any adjustments to the conversion rate if holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of our Class B Common Stock and solely as a result of holding the Notes, in any of the transactions described below without having to convert their Notes as if they held a number of shares of Class B Common Stock equal to the conversion rate, multiplied by the principal amount (expressed in thousands) of Notes held by such holder. Neither the trustee nor the conversion agent shall have any responsibility to monitor the accuracy of any calculation of any adjustment to the conversion rate and the same shall be conclusive and binding on the holders, absent manifest error. Notice of such adjustment to the conversion rate will be given by us promptly in writing to the holders, the trustee and the conversion agent and shall be conclusive and binding on the holders, absent manifest error.
(1) 
If we exclusively issue shares of our Class B Common Stock as a dividend or distribution on shares of our Class B Common Stock, or if we effect a share split or share combination in respect of our Class B Common Stock, the conversion rate will be adjusted based on the following formula:
CR1 = CR0 ×
OS1
OS0
where,
CR0 = 
the conversion rate in effect immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
CR1 = 
the conversion rate in effect immediately after the open of business on such ex-dividend date or effective date;
OS0 = 
the number of shares of our Class B Common Stock outstanding immediately prior to the open of business on such ex-dividend date or effective date; and
OS1 = 
the number of shares of our Class B Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.


Any adjustment made under this clause (1) shall become effective immediately after the open of business on the ex-dividend date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this clause (1) is declared but not so paid or made, the conversion rate shall be immediately readjusted, effective as of the date our Board or a committee thereof determines not to pay such dividend or distribution, to the conversion rate that would then be in effect if such dividend or distribution had not been declared.
(2) 
If we issue to all or substantially all holders of our Class B Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of our Class B Common Stock at a price per share that is less than the average of the last reported sale prices of our Class B Common Stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance, the conversion rate will be increased based on the following formula:
CR1 = CR0 ×
OS0 + X
OS0 + Y
where,
CR0 = 
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such issuance;
CR1 = 
the conversion rate in effect immediately after the open of business on such ex-dividend date;
OS0 = 
the number of shares of our Class B Common Stock outstanding immediately prior to the open of business on such ex-dividend date;
X = 
the total number of shares of our Class B Common Stock issuable pursuant to such rights, options or warrants; and
Y = 
the number of shares of our Class B Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the last reported sale prices of our Class B Common Stock over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants.
Any increase made under this clause (2) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such issuance. To the extent that shares of Class B Common Stock are not delivered after the expiration of such rights, options or warrants, the conversion rate shall be decreased to the conversion rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Class B Common Stock actually delivered. If such rights, options or warrants are not so issued, the conversion rate shall be decreased to the conversion rate that would then be in effect if such ex-dividend date for such issuance had not occurred.
For the purpose of this clause (2), and for the purpose of the first bullet point under “—Conversion upon Specified Corporate Events—Certain Distributions,” in determining whether any rights, options or warrants entitle the holders of our Class B Common Stock to subscribe for or purchase shares of Class B Common Stock at less than such average of the last reported sale prices of our Class B Common Stock for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Class B Common Stock, there shall be taken into account any consideration received by us for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by our Board or a committee thereof.
(3) 
If we distribute shares of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities, to all or substantially all holders of our Class B Common Stock, excluding:
●
dividends, distributions or issuances as to which an adjustment was effected pursuant to clause (1) or (2) above;
●
dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to clause (4) below;
●
except as otherwise described below, rights issued under a stockholder rights plan of ours;
●
distributions of reference property in exchange for or upon conversion of our Class B Common Stock in a transaction described under “—Recapitalizations, Reclassifications and Changes of Our Class B Common Stock;” and
●
spin-offs as to which the provisions set forth below in this clause (3) shall apply;


then the conversion rate will be increased based on the following formula:
CR1 = CR0 ×
SP0
SP0 − FMV
where,
CR0 = 
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such distribution;
CR1 = 
the conversion rate in effect immediately after the open of business on such ex-dividend date;
SP0 = 
the average of the last reported sale prices of our Class B Common Stock over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the ex-dividend date for such distribution; and
FMV = 
the fair market value (as determined by our Board or a committee thereof) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of our Class B Common Stock on the ex-dividend date for such distribution.
Any increase made under the portion of this clause (3) above will become effective immediately after the open of business on the ex-dividend date for such distribution. If such distribution is not so paid or made, the conversion rate shall be decreased to be the conversion rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of our Class B Common Stock, the amount and kind of our capital stock, evidences of our indebtedness, other assets or property of ours or rights, options or warrants to acquire our capital stock or other securities that such holder would have received if such holder owned a number of shares of Class B Common Stock equal to the conversion rate in effect on the ex-dividend date for the distribution.
With respect to an adjustment pursuant to this clause (3) where there has been a payment of a dividend or other distribution on our Class B Common Stock of shares of capital stock of any class or series, or similar equity interest, of or relating to any of our subsidiaries or other business units, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange, which we refer to as a “spin-off,” the conversion rate will be increased based on the following formula:
CR1 = CR0 ×
FMV0 + MP0
MP0
where,
CR0 = 
the conversion rate in effect immediately prior to the end of the valuation period (as defined below);
CR1 = 
the conversion rate in effect immediately after the end of the valuation period;
FMV0 = 
the average of the last reported sale prices of the capital stock or similar equity interest distributed to holders of our Class B Common Stock applicable to one share of our Class B Common Stock (determined by reference to the definition of last reported sale price set forth under “—Conversion upon Satisfaction of Sale Price Condition” as if references therein to our Class B Common Stock were to such capital stock or similar equity interest) over the first 10 consecutive trading day period after, and including, the ex-dividend date of the spin-off (the “valuation period”); and
MP0 = 
the average of the last reported sale prices of our Class B Common Stock over the valuation period.
The adjustment to the conversion rate under the preceding paragraph will occur at the close of business on the last trading day of the valuation period; provided that (x) in respect of any conversion of Notes for which physical settlement is applicable, if the relevant conversion date occurs during the valuation period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of trading days as have elapsed between the ex-dividend date for such spin-off and such conversion date in determining the conversion rate and (y) in respect of any conversion of Notes for which cash settlement or combination settlement is applicable, for any trading day that falls within the relevant observation period for such conversion and within the valuation period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of trading days as have elapsed between the ex-dividend date for such spin-off and such trading day in determining the conversion rate as of such trading day. 


(4) 
If any cash dividend or distribution is made to all or substantially all holders of our Class B Common Stock, the conversion rate will be adjusted based on the following formula:
CR1 = CR0 ×
SP0
SP0 − C
where,
CR0 = 
the conversion rate in effect immediately prior to the open of business on the ex-dividend date for such dividend or distribution;
CR1 = 
the conversion rate in effect immediately after the open of business on the ex-dividend date for such dividend or distribution;
SP0 = 
the last reported sale price of our Class B Common Stock on the trading day immediately preceding the ex-dividend date for such dividend or distribution; and
C = 
the amount in cash per share we distribute to all or substantially all holders of our Class B Common Stock.
Any increase made under this clause (4) shall become effective immediately after the open of business on the ex-dividend date for such dividend or distribution. If such dividend or distribution is not so paid, the conversion rate shall be decreased, effective as of the date our Board or a committee thereof determines not to make or pay such dividend or distribution, to be the conversion rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each holder of a Note shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of shares of our Class B Common Stock, the amount of cash that such holder would have received if such holder owned a number of shares of our Class B Common Stock equal to the conversion rate in effect on the ex-dividend date for such cash dividend or distribution.
(5) 
If we or any of our subsidiaries make a payment in respect of a tender or exchange offer for our Class B Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Class B Common Stock exceeds the average of the last reported sale prices of our Class B Common Stock over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the conversion rate will be increased based on the following formula:
CR1 = CR0 x
AC + (SP1 x OS1)
OS0 x SP1
where,
CR0 = 
the conversion rate in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
CR1 = 
the conversion rate in effect immediately after the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires;
AC = 
the aggregate value of all cash and any other consideration (as determined by our Board or a committee thereof) paid or payable for shares purchased in such tender or exchange offer;
OS0 = 
the number of shares of our Class B Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer);
OS1 = 
the number of shares of our Class B Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
SP1 = 
the average of the last reported sale prices of our Class B Common Stock over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the date such tender or exchange offer expires.


The increase to the conversion rate under the preceding paragraph will occur at the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the date such tender or exchange offer expires; provided that (x) in respect of any conversion of Notes for which physical settlement is applicable, if the relevant conversion date occurs during the 10 trading days immediately following, and including, the trading day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of trading days as have elapsed between the expiration date of such tender or exchange offer and such conversion date in determining the conversion rate and (y) in respect of any conversion of Notes for which cash settlement or combination settlement is applicable, for any trading day that falls within the relevant observation period for such conversion and within the 10 trading days immediately following, and including, the trading day next succeeding the expiration date of any tender or exchange offer, references to “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of trading days as have elapsed between the expiration date of such tender or exchange offer and such trading day in determining the conversion rate as of such trading day. 
Notwithstanding the foregoing, if a conversion rate adjustment becomes effective on any ex-dividend date as described above, and a holder that has converted its Notes on or after such ex-dividend date and on or prior to the related record date would be treated as the record holder of shares of our Class B Common Stock as of the related conversion date as described under “—Settlement upon Conversion” based on an adjusted conversion rate for such ex-dividend date, then, notwithstanding the foregoing conversion rate adjustment provisions, the conversion rate adjustment relating to such ex-dividend date will not be made for such converting holder. Instead, such holder will be treated as if such holder were the record owner of the shares of our Class B Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
Except as stated herein, we will not adjust the conversion rate for the issuance of shares of our Class B Common Stock or any securities convertible into or exchangeable for shares of our Class B Common Stock or the right to purchase shares of our Class B Common Stock or such convertible or exchangeable securities.
As used in this section, “ex-dividend date” means the first date on which the shares of our Class B Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from us or, if applicable, from the seller of our Class B Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market, and “effective date” means the first date on which the shares of our Class B Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share combination, as applicable.
As used in this section, “record date” means, with respect to any dividend, distribution or other transaction or event in which the holders of our Class B Common Stock (or other applicable security) have the right to receive any cash, securities or other property or in which our Class B Common Stock (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of our Class B Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by our Board or a duly authorized committee thereof, statute, contract or otherwise).
Subject to the applicable listing standards of The NASDAQ Capital Market, we are permitted to increase the conversion rate of the Notes by any amount for a period of at least 20 business days if our Board or a committee thereof determines that such increase would be in our best interest. Subject to the applicable listing standards of The NASDAQ Capital Market, we may also (but are not required to) increase the conversion rate to avoid or diminish income tax to holders of our Class B Common Stock or rights to purchase shares of our Class B Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.
A holder may, in some circumstances, including a distribution of cash dividends to holders of our shares of Class B Common Stock, be deemed to have received a distribution subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion rate. For a discussion of the U.S. federal income tax treatment of an adjustment to the conversion rate, see “Certain Material U.S. Federal Income Tax Considerations.”
If we have a rights plan in effect upon conversion of the Notes into Class B Common Stock, holders will receive, in addition to any shares of Class B Common Stock received in connection with such conversion, the rights under the rights plan. We will not adjust the conversion rate upon the adoption of a rights plan, so long as the rights are not currently exercisable and have not separated from the shares of Class B Common Stock in accordance with the provisions of such rights plan. However, if, prior to any conversion, the rights have separated from the shares of Class B Common Stock in accordance with the provisions of the applicable rights plan, the conversion rate will be adjusted at the time of separation as if we distributed to all or substantially all holders of our Class B Common Stock, shares of our capital stock, evidences of indebtedness, assets, property, rights, options or warrants as described in clause (3) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

Notwithstanding any of the foregoing, the conversion rate will not be adjusted:
●
upon the issuance of any shares of our Class B Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of our Class B Common Stock under any plan;
●
upon the issuance of any shares of our Class B Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries (other than a rights plan as described above);
●
upon the issuance of any shares of our Class B Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the Notes were first issued;
●
solely for a change in the par value of the Class B Common Stock; or
●
for accrued and unpaid interest, if any.
Adjustments to the conversion rate will be calculated to the nearest 1/10,000th of a share.

Recapitalizations, Reclassifications and Changes of Our Class B Common Stock
In the case of:
●
any recapitalization, reclassification or change of our Class B Common Stock (other than changes resulting from a subdivision or combination or a change of par value or to no par value),
●
any consolidation, merger or combination involving us,
●
any sale, lease or other transfer to a third party of the consolidated assets of ours and our subsidiaries substantially as an entirety, or
●
any statutory share exchange,
in each case, as a result of which our Class B Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “share exchange event”), then, at the effective time of the share exchange event, we or the successor or acquiring corporation, as the case may be, will execute with the trustee a supplemental indenture, without the consent of holders, providing that at and after the effective time of the share exchange event, the right to convert each $1,000 principal amount of Notes will be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Class B Common Stock equal to the conversion rate immediately prior to such share exchange event would have owned or been entitled to receive (the “reference property”) upon such share exchange event. However, at and after the effective time of the share exchange event, (i) we will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes, as set forth under “—Settlement upon Conversion” and (ii)(x) any amount payable in cash upon conversion of the Notes as set forth under “—Settlement upon Conversion” will continue to be payable in cash, (y) any shares of our Class B Common Stock that we would have been required to deliver upon conversion of the Notes as set forth under “—Settlement upon Conversion” will instead be deliverable in the amount and type of reference property that a holder of that number of shares of our Class B Common Stock would have received in such share exchange event and (z) the daily VWAP will be calculated based on the value of a unit of reference property that a holder of one share of our Class B Common Stock would have received in such share exchange event. If the share exchange event causes our Class B Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the reference property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of our Class B Common Stock. If the holders of our Class B Common Stock receive only cash in such share exchange event, then for all conversions that occur after the effective date of such share exchange event (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the conversion rate in effect on the conversion date (as may be increased as described under “—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption”), multiplied by the price paid per share of Class B Common Stock in such share exchange event, and, if applicable, an interest make-whole payment, which we will pay in cash, and (ii) we will satisfy our conversion obligation by paying cash to converting holders on the second business day immediately following the conversion date. We will notify holders, the trustee and the conversion agent (if other than the trustee) of the weighted average of the types and amounts of consideration received by the holders of our Class B Common Stock as soon as practicable after such determination is made.

The supplemental indenture providing that the Notes will be convertible into reference property will also provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments described under “—Conversion Rate Adjustments” above. If the reference property in respect of any such share exchange event includes shares of stock, securities or other property or assets of a company other than us or the successor or acquiring corporation, as the case may be, in such share exchange event, such other company will also execute such supplemental indenture, and such supplemental indenture will contain such additional provisions to protect the interests of the holders, including the right of holders to require us to repurchase their Notes upon a fundamental change as described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” below, as the Board reasonably considers necessary by reason of the foregoing. We will agree in the Indenture not to become a party to any such share exchange event unless its terms are consistent with the foregoing.

Adjustments of Prices
Whenever any provision of the Indenture requires us to calculate the last reported sale prices, the daily VWAPs, the daily conversion values or the daily settlement amounts over a span of multiple days (including, without limitation, an observation period and the period, if any, for determining “stock price” for purposes of a make-whole fundamental change or redemption), our Board or a committee thereof will make appropriate adjustments to each to account for any adjustment to the conversion rate that becomes effective, or any event requiring an adjustment to the conversion rate where the ex-dividend date, effective date or expiration date of the event occurs, at any time during the period when the last reported sale prices, the daily VWAPs, the daily conversion values or the daily settlement amounts are to be calculated.

Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption
If (i) the “effective date” (as defined below) of a “fundamental change” (as defined below and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (2) of the definition thereof, a “make-whole fundamental change”) occurs prior to the maturity date of the Notes or (ii) we give a notice of redemption with respect to any or all of the Notes as provided for under “—Optional Redemption on or after January 14, 2023” and, in each case, a holder elects to convert its Notes in connection with such make-whole fundamental change or redemption notice, as applicable, we will, under certain circumstances, increase the conversion rate for the Notes so surrendered for conversion by a number of additional shares of Class B Common Stock (the “additional shares”), as described below. A conversion of Notes will be deemed for these purposes to be “in connection with” such make-whole fundamental change if the relevant notice of conversion of the Notes is received by the conversion agent from, and including, the effective date of the make-whole fundamental change up to, and including, the business day immediately prior to the related fundamental change repurchase date (or, in the case of a make-whole fundamental change that would have been a fundamental change but for the proviso in clause (2) of the definition thereof, the 35th trading day immediately following the effective date of such make-whole fundamental change) (such period, the “make-whole fundamental change period”). A conversion of Notes will be deemed for these purposes to be “in connection with” a redemption notice if the notice of conversion of the Notes is received by the conversion agent from, and including, the date of the redemption notice until the close of business on the scheduled trading day immediately preceding the redemption date.
Upon surrender of Notes for conversion in connection with a make-whole fundamental change or redemption notice, we will, at our option, satisfy our conversion obligation by physical settlement, cash settlement or combination settlement, based on the conversion rate as increased to reflect the additional shares pursuant to the table set forth below, as described under “—Conversion Rights—Settlement upon Conversion.” However, if the consideration for our Class B Common Stock in any make-whole fundamental change described in clause (2) of the definition of fundamental change is composed entirely of cash, for any conversion of Notes following the effective date of such make-whole fundamental change, the conversion obligation will be calculated based solely on the “stock price” (as defined below) for the transaction and will be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the conversion rate (including any increase to reflect the additional shares as described in this section), multiplied by such stock price. In such event, the conversion obligation will be determined and paid to holders in cash on the second business day following the conversion date. We will notify holders, the trustee and the conversion agent (of other than the trustee) in writing of the effective date of any make-whole fundamental change and issue a press release announcing such effective date no later than five business days after such effective date.
The number of additional shares, if any, by which the conversion rate will be increased will be determined by reference to the table below, based on the date on which the make-whole fundamental change occurs or becomes effective, or the date of the redemption notice, as the case may be (in each case, the “effective date”), and the price paid (or deemed to be paid) per share of our Class B Common Stock in the make-whole fundamental change or with respect to the redemption, as the case may be (the “stock price”). If the holders of our Class B Common Stock receive in exchange for their Class B Common Stock only cash in a make-whole fundamental change described in clause (2) of the definition of fundamental change, the stock price will be the cash amount paid per share. Otherwise, the stock price will be the average of the last reported sale prices of our Class B Common Stock over the five consecutive trading day period ending on, and including, the trading day immediately preceding the effective date of the make-whole fundamental change or the date of the redemption notice, as the case may be. In the event that a conversion in connection with a redemption notice would also be deemed to be in connection with a make-whole fundamental change, a holder of the Notes to be converted will be entitled to a single increase to the conversion rate with respect to the first to occur of the date of the applicable redemption notice or the effective date of the applicable make-whole fundamental change, and the later event will be deemed not to have occurred for purposes of this section.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the conversion rate for the Notes is otherwise adjusted. The adjusted stock prices will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the conversion rate as so adjusted. The number of additional shares as set forth in the table below will be adjusted in the same manner and at the same time as the conversion rate as set forth under “—Conversion Rate Adjustments.”
The following sets forth the number of Additional Shares by which the Conversion Rate shall be increased:
(i)           If the Stock Price is greater than $1.00 (subject to adjustment in the same manner as the Stock Prices pursuant to subsection (d) above) (as so adjusted, the “Make-Whole Adjustment Reference Price”), a number of Additional Shares shall be added to the Conversion Rate equal to the following (rounded to the nearest ten-thousandth):
AS =   1000 + (600 x (SP-MWRP))
- CR0
SP

where,
AS          =     the number of Additional Shares calculated pursuant to the Indenture;
CR0        =     the Conversion Rate in effect immediately prior to adjustment pursuant to the Indenture;
MWRP   =    the Make-Whole Adjustment Reference Price in effect as of the calculation of the number of Additional Shares pursuant to the Indenture; and
SP           =    the Stock Price; and

(ii)           if the Stock Price is less than or equal to the Make-Whole Adjustment Reference Price, no Additional Shares shall be added to the Conversion Rate; provided, however, that, notwithstanding anything in the Indenture to the contrary, the Company’s Conversion Obligation in connection with such conversion shall be, and the Company shall settle such Conversion Obligation solely by, the payment or delivery to the converting Holder in respect of each $1,000 principal amount of Notes being converted of either (A) $1,000 in cash or (B) subject to the Ownership Limitation, a number of shares of Common Stock equal to $1,000 divided by the Make-Whole Fundamental Change VWAP, in either case together with the amount of cash payable in lieu of delivering any fractional share of Common Stock, and an Interest Make-Whole Payment, if applicable; provided, further, that if the number of shares of Common Stock deliverable pursuant to the Indenture is reduced as a result of the immediately following sentence, then the Company shall settle such Conversion Obligation through clause (A) above.
Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes, or the number of shares of Common Stock per $1,000 principal amount of Notes delivered by the Company in settlement of the Conversion Obligation pursuant to the Indenture, exceed 61.6523 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant the Indenture.
Our obligation to increase the conversion rate for Notes converted in connection with a make-whole fundamental change or during a redemption period could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies. Neither the trustee nor any of the agents shall have any duty to monitor the accuracy of any of the calculations made by us which will be conclusive and binding on the holders, absent manifest error.

Interest Make-Whole Payment upon Certain Conversions
On or after the date that is one year after the last date of original issuance of the Notes offered hereby or after the occurrence of any 30 trading day period during which the last reported sale price of our Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), we will make an interest make-whole payment to a converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the conversion date through the earlier of (i) the date that is two years after the conversion date and (ii) February 15, 2023 if the Notes had not been so converted. The present values of the remaining interest payments will be computed using a discount rate equal to 2.0%. Such present value shall be computed by us in good faith.

If a conversion date occurs after the close of business on a regular record date but prior to the open of business on the interest payment date corresponding to such regular record date, we will not pay accrued interest to any converting holder and will instead pay the full amount of the relevant interest payment on such interest payment date to the holder of record on such regular record date. In such case, the interest make-whole payment to such converting holder will equal the present value of all remaining interest payments, starting with the next interest payment date for which interest has not been provided for until the earlier of (i) the date that is two years after the conversion date and (ii) February 15, 2023 if the Notes had not been so converted, computed in the manner described above using a discount rate equal to 2.0%.
We may pay any interest make-whole payment either in cash or in shares of our Class B Common Stock, at our election. In order to make an election to pay any interest make-whole payment in cash or in shares of our Class B Common Stock, we will be required to send notice of our election to the holders of the Notes, the trustee, the paying agent and the conversion agent no later than 15 scheduled trading days prior to the date that is one year after the last date of original issuance of the Notes offered hereby. Thereafter, we will be permitted to make an election no earlier than 30 scheduled trading days prior to, but no later than 15 scheduled trading days before, the first scheduled trading day of each calendar quarter that begins on or after July 1, 2020, which election will be effective from the period that begins at the open of business on the first scheduled trading day of such calendar quarter and ends immediately prior to the open of business on the first scheduled trading day of the immediately succeeding calendar quarter. If we do not make such election, the payment of any interest make-whole payment shall be in shares of our Class B Common Stock. Our election with respect to any interest make-whole payment required to be paid prior to the date that is one year after the last date of original issuance of the Notes offered hereby is to pay in shares of our Class B Common Stock. If we elect, or are deemed to have elected, to pay any interest make-whole payment by delivering shares of our Class B Common Stock, the number of shares of Class B Common Stock a converting holder of Notes will receive will be equal to the amount of the interest make-whole payment due divided by the greater of (A) the product of (x) 95.0% and (y) the simple average of the daily VWAP of our Class B Common Stock for the 10 trading days ending on and including the trading day immediately preceding the conversion date and (B) the conversion price (rounded to the nearest ten-thousandth) on the applicable conversion date. We will pay cash in lieu of delivering any fractional share as described under ‘‘— Settlement upon Conversion.’’ If we elect to pay any interest make-whole payment in cash we will pay cash in an amount equal to the interest make-whole payment.
Notwithstanding the foregoing, (x) if we elect or are deemed to have elected to pay any interest make-whole payment in shares of our Class B Common Stock, the number of shares of our Class B Common Stock we may deliver in connection with a conversion of the Notes, including those delivered in connection with an interest make-whole payment, will not exceed 61.6523 shares of Class B Common Stock per $1,000 principal amount of Notes, subject to adjustment at the same time and in the same manner as the conversion rate as set forth under ‘‘— Conversion Rate Adjustments’’ and (y) if we elect to pay any interest make-whole payment in cash, the amount of cash we may deliver in connection with an interest make-whole payment will not exceed 61.6523 shares per $1,000 principal amount of Notes. We will not be required to make any cash payments in lieu of any fractional shares or have any further obligation to deliver any shares of our Class B Common Stock or pay any cash in excess of the threshold described above. In addition, if in connection with any conversion the conversion rate is adjusted as described under ‘‘—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption,’’ then such holder will not receive the interest make-whole payment with respect to such note. None of the trustee, paying agent or conversion agent shall be responsible for determining or calculating or verifying our calculations of the interest make-whole payment.

Fundamental Change Permits Holders to Require Us to Repurchase Notes
If a “fundamental change” (as defined below in this section) occurs at any time, holders will have the right, at their option, to require us to repurchase for cash all of their Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000. The fundamental change repurchase date will be a date specified by us that is not less than 20 or more than 35 calendar days following the date of our fundamental change notice as described below.
The fundamental change repurchase price we are required to pay will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (unless the fundamental change repurchase date falls after a regular record date but on or prior to the interest payment date to which such regular record date relates, in which case we will instead pay the full amount of accrued and unpaid interest to the holder of record on such regular record date, and the fundamental change repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased).

A “fundamental change” will be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:
(1) 
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than us, our wholly owned subsidiaries and our and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of (i) our Class B Common Stock representing more than 50% of the voting power of our Class B Common Stock or (ii) our common equity representing more than 50% of the voting power of our common equity on an aggregate basis; provided that, for purposes of both clauses (i) and (ii), the voting power of our Class A Common Stock and our Class B Common Stock directly or indirectly “beneficially owned,” as defined in Rule 13d-3 under the Exchange Act, by a Permitted Holder (as defined below) or a “group” (composed solely of Permitted Holders) will exclude (A) any shares of our Class A Common Stock and our Class B Common Stock directly or indirectly beneficially owned by such Permitted Holder on the date of the Indenture for so long as such shares of our Class A Common Stock or Class B Common Stock, as the case may be, are directly or indirectly beneficially owned by such Permitted Holder and (B) any shares of our Class B Common Stock directly or indirectly beneficially owned by such Permitted Holder that are acquired after the date of the Indenture by such Permitted Holder pursuant to equity grants (or the exercise, vesting, settlement or conversion thereof by such Permitted Holder outstanding on the date of the Indenture or subsequently granted under one or more of our equity incentive plans;
(2) 
the consummation of (A) any recapitalization, reclassification or change of our Class B Common Stock (other than changes resulting from a subdivision or combination) as a result of which our Class B Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of us pursuant to which our Class B Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole, to any person other than one of our direct or indirect wholly owned subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of our common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such transaction shall not be a fundamental change pursuant to this clause (2);
(3) 
our stockholders approve any plan or proposal for the liquidation or dissolution of us; or
(4) 
our Class B Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or any of their respective successors).
A transaction or transactions described in clause (1) or clause (2) above will not constitute a fundamental change, however, if at least 90% of the consideration received or to be received by our Class B Common Stockholders, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration, excluding cash payments for fractional shares (subject to the provisions set forth above under “—Conversion Rights—Settlement upon Conversion”).
If any transaction in which our Class B Common Stock is replaced by the securities of another entity occurs, following completion of any related make-whole fundamental change period (or, in the case of a transaction that would have been a fundamental change or a make-whole fundamental change but for the immediately preceding paragraph, following the effective date of such transaction), references to us in the definition of “fundamental change” above shall instead be references to such other entity.
‘‘Permitted Holder’’ means any of (1) Marshall Chesrown, our Chief Executive Officer as of the date of this prospectus, supplement,(2) Steven Berrard, our Chief Financial Officer as of the date of this prospectus and (3) each of the Affiliated Holders (as defined below) of either of the natural persons referred to in clauses (1) and (2) of this definition.
“Affiliated Holders’’ means, (1) with respect to any specified natural person, any company, partnership, trust, foundation or other entity or investment vehicle for which such specified natural person (or such specified person’s estate) retains sole dispositive and exclusive voting power with respect to the Class A Common Stock and/or the Class B Common Stock, as the case may be, held by such company, partnership, trust, foundation or other entity or investment vehicle, and the trustees, legal representatives, beneficiaries and/or beneficial owners, but solely in such capacity, of such company, partnership, trust, foundation or other entity or investment vehicle and (2) the estates of such specified natural person (it being understood, for the avoidance of doubt, that this clause (2) will not cover any person to whom any securities are transferred from any such estate).”

For purposes of the definition of “fundamental change” above, any transaction that constitutes a fundamental change pursuant to both clause (1) and clause (2) of such definition (without giving effect to the proviso to clause (2)) shall be deemed a fundamental change solely under clause (2) of such definition (subject to the proviso to clause (2)).
On or before the 20th day after the occurrence of a fundamental change, we currently expectwill provide to all holders of the Notes, the trustee, the paying agent and the conversion agent a notice of the occurrence of the fundamental change and of the resulting repurchase right. Such notice shall state, among other things:
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the events causing a fundamental change;
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the date of the fundamental change;
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the last date on which a holder may exercise the repurchase right;
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the fundamental change repurchase price;
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the fundamental change repurchase date;
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the name and address of the paying agent and the conversion agent, if applicable;
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if applicable, the conversion rate and any adjustments to the conversion rate;
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that the Notes with respect to which a fundamental change repurchase notice has been delivered by a holder may be converted only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the Indenture; and
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the procedures that holders must follow to require us to repurchase their Notes.
Simultaneously with providing such notice, we will publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on our website or through such other public medium as we may use at that time.
To exercise the fundamental change repurchase right, a holder must deliver, on or before the business day immediately preceding the fundamental change repurchase date, the Notes to be repurchased, duly endorsed for transfer, together with a written repurchase notice, to the paying agent. Each repurchase notice must state:
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if certificated, the certificate numbers of such holder’s Notes to be delivered for repurchase;
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the portion of the principal amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and
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that the Notes are to be repurchased by us pursuant to the applicable provisions of the Notes and the Indenture.
If the Notes are not in certificated form, such repurchase notice must comply with appropriate DTC procedures.
Holders may withdraw any repurchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day immediately preceding the fundamental change repurchase date. The notice of withdrawal shall state:
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the principal amount of the withdrawn Notes, which must be $1,000 or an integral multiple thereof;
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if certificated Notes have been issued, the certificate numbers of the withdrawn Notes; and
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the principal amount, if any, which remains subject to the repurchase notice, which must be a minimum of $1,000 or an integral multiple thereof.
If the Notes are not in certificated form, such notice of withdrawal must comply with appropriate DTC procedures.

We will be required to repurchase the Notes on the fundamental change repurchase date. Holders who have exercised the repurchase right will receive payment of the fundamental change repurchase price on the later of (i) the fundamental change repurchase date and (ii) the time of book-entry transfer or the delivery of the Notes. If the paying agent holds money sufficient to pay the fundamental change repurchase price of the Notes on the fundamental change repurchase date, then, with respect to the Notes that have been properly surrendered for repurchase to the paying agent and have not been validly withdrawn:
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the Notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the paying agent); and
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all other rights of the holder will terminate (other than the right to receive the fundamental change repurchase price).
In connection with any repurchase offer pursuant to a fundamental change repurchase notice, we will, if required:
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comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then be applicable;
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file a Schedule TO or any other required schedule under the Exchange Act; and
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otherwise comply with all federal and state securities laws in connection with any offer by us to repurchase the Notes;
in each case, so as to permit the rights and obligations under this “—Fundamental Change Permits Holders to Require Us to Repurchase Notes” to be exercised in the time and in the manner specified in the Indenture.
No Notes may be repurchased on any date at the option of holders upon a fundamental change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a default by us in the payment of the fundamental change repurchase price with respect to such Notes).
The repurchase rights of the holders could discourage a potential acquirer of us. The fundamental change repurchase feature, however, is not the result of management’s knowledge of any specific effort to obtain control of us by any means or part of a plan by management to adopt a series of anti-takeover provisions.
The term fundamental change is limited to specified transactions and may not include other events that might adversely affect our financial condition. In addition, the requirement that we offer to repurchase the Notes upon a fundamental change may not protect holders in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.
Furthermore, holders may not be entitled to require us to repurchase their Notes or be entitled to an increase in the conversion rate upon conversion as described under “—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption” in circumstances involving a significant change in the composition of our board unless such change is in connection with a fundamental change or make-whole fundamental change as described herein.
The definition of fundamental change includes a phrase relating to the sale, lease or other transfer of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of the Notes to require us to repurchase its Notes as a result of the sale, lease or other transfer of less than all of our assets may be uncertain.
If a fundamental change were to occur, we may not have enough funds to pay the fundamental change repurchase price. Our ability to repurchase the Notes for cash may be limited by restrictions on our ability to obtain funds for such repurchase through dividends from our subsidiaries, the terms of our then existing borrowing arrangements or otherwise. See “Risk Factors—Risks Related to the Notes—We may not have the ability to raise the funds necessary to settle the Notes in cash on a conversion, to repurchase the Notes on a fundamental change, or to repay the Notes at maturity. In addition, the terms of our future debt may contain limitations on our ability to pay cash on conversion or repurchase of the Notes.” If we fail to repurchase the Notes when required following a fundamental change, we will be in default under the Indenture. In addition, we have, and may in the future incur, other indebtedness with similar change in control provisions permitting our holders to accelerate or to require us to repurchase our indebtedness upon the occurrence of similar events or on some specific dates.

Consolidation, Merger or Sale of Assets
The Indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of us and our subsidiaries, taken as a whole, to, another person, unless (i) the resulting, surviving or transferee person (if not us) is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not us) expressly assumes (A) by supplemental indenture all of our obligations under the Notes and the Indenture and, (B) to the extent the registration rights agreement is then still operative, all of our obligations under the registration rightsagreement; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee person (if not us) shall succeed to, and may exercise every right and power of, ours under the Indenture, and we shall be discharged from our obligations under the Notes and the Indenture except in the case of any such lease.

Although these types of transactions are permitted under the Indenture, certain of the foregoing transactions could constitute a fundamental change permitting each holder to require us to repurchase the Notes of such holder as described above.

Events of Default
Each of the following is an event of default with respect to the Notes:
(1) 
default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;
(2) 
default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
(3) 
our failure to comply with our obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, including the payment of any interest make-whole payment;
(4) 
our failure to give a fundamental change notice as described under “—Fundamental Change Permits Holders to Require Us to Repurchase Notes,” notice of a make-whole fundamental change as described under “Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change or Notice of Redemption” or notice of a specified distribution or specified corporate event as described under “—Conversion Rights—Conversion upon Specified Corporate Events,” in each case when due;
(5) 
our failure to comply with our obligations under “—Consolidation, Merger or Sale of Assets”;
(6) 
our failure for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding has been received to comply with any of our other agreements contained in the Notes or Indenture;
(7) 
default by us or any of our significant subsidiaries (as defined in Article 1, Rule 1-02 of Regulation S-X) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $5,000,000 (or its foreign currency equivalent) in the aggregate of us and/or any such subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise;
(8) 
certain events of bankruptcy, insolvency, or reorganization of us or any of our significant subsidiaries; or
(9) 
a final judgment or judgments for the payment of $5,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against us or any of our subsidiaries, which judgment is not discharged, bonded, paid, waived or stayed within 90 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished.
The trustee shall not be deemed to have knowledge of an event of default unless and until an officer within the corporate trust department of the trustee responsible for the administration of the Indenture (a "responsible officer of the trustee") receives written notification of such event of default describing the circumstances of such, and identifying the circumstances constituting such events of default.
If an event of default occurs and is continuing (other than an event of default described in clause (8) above), the trustee by notice to us, or the holders of at least 25% in principal amount of the outstanding Notes by notice to us and the trustee may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization involving us or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately.
Notwithstanding the foregoing, the Indenture provides that, to the extent we elect, the sole remedy for an event of default relating to: (i) our failure to deliver to the trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(D) of the Exchange Act or (ii) our failure to comply with our obligations as set forth under “—Reports” below, will after the occurrence of such an event of default consist exclusively of the right to receive additional interest on the Notes at a rate equal to 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period on which such event of default is continuing beginning on, and including, the date on which such an event of default first occurs (in addition to any additional interest that may accrue as a result of a registration default as described below under the caption “—Registration Rights; Additional Interest”).

If we so elect, such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 61st day after such event of default (if the event of default relating to the reporting obligations or the failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act is not cured or waived prior to such 61st day), the Notes will be subject to acceleration as provided above. The provisions of the Indenture described in this paragraph do not affect the rights of holders of Notes in the event of the occurrence of any other event of default. In the event we do not elect to pay the additional interest following an event of default in accordance with this paragraph or we elected to make such payment but do not pay the additional interest when due, the Notes will be immediately subject to acceleration as provided above.
In order to elect to pay the additional interest as the sole remedy during the first 60 days after the occurrence of an event of default relating to the failure to comply with the reporting obligations or the failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act in accordance with the two immediately preceding paragraphs, we must notify all holders of Notes, the trustee and the paying agent of such election prior to the beginning of such 60-day period. Upon our failure to timely give such notice, the Notes will be immediately subject to acceleration as provided above.
If any portion of the amount payable on the Notes upon acceleration is considered by a court to be unearned interest (through the allocation of the value of the instrument to the embedded warrant or otherwise), the court could disallow recovery of any such portion.
The holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal or interest or with respect to the failure to deliver the consideration due upon conversion) and rescind any such acceleration with respect to the Notes and its consequences if (i) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing events of default, other than the nonpayment of the principal of and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.
Each holder shall have the right to receive payment or delivery, as the case may be, of:
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the principal (including the redemption price and the fundamental change repurchase price, if applicable) of;
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accrued and unpaid interest, if any, on; and
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the consideration due upon conversion of,
its Notes, on or after the respective due dates expressed or provided for in the Indenture, or to institute suit for the enforcement of any such payment or delivery, as the case may be, and such right to receive such payment or delivery, as the case may be, on or after such respective dates shall not be impaired or affected without the consent of such holder.
If an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the trustee indemnity or security satisfactory to the trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest when due, or the right to receive payment or delivery of the consideration due upon conversion, no holder may pursue any remedy with respect to the Indenture or the Notes unless:
(1) 
such holder has previously given the trustee notice that an event of default is continuing;
(2) 
holders of at least 25% in principal amount of the outstanding Notes have requested the trustee to pursue the remedy;
(3) 
such holders have offered the trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;
(4) 
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of such security or indemnity; and
(5) 
the holders of a majority in principal amount of the outstanding Notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.
Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. However, the trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the trustee in personal liability, or if it is not provided with security and/or indemnity to its satisfaction and may take any other action it deems proper that is not inconsistent with any such direction received from holders. In addition, the trustee will not be required to expend its own funds under any circumstances.

The Indenture provides that in the event an event of default has occurred and is continuing and a responsible officer has written notice or actual knowledge of such event, the trustee will be required in the exercise of its powers to use the net proceedsdegree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under the Indenture, the trustee will be entitled to security or indemnification satisfactory to it in its sole discretion against any loss, liability or expense caused by taking or not taking such action.
The Indenture provides that if a default occurs and is continuing and is actually known to a responsible officer of the trustee, the trustee must deliver to each holder notice of the default within 90 days after the responsible officer has written notice or actual knowledge. Except in the case of a default in the payment of principal of or interest on any Note or a default in the payment or delivery of the consideration due upon conversion, the trustee may withhold notice if and so long as the trustee in good faith determines that withholding notice is in the interests of the holders. In addition, we are required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any default that occurred during the previous year. We are also required to deliver to the trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute a default under the Indenture, its status and what action we are taking or proposing to take in respect thereof.
Payments of the redemption price, the fundamental change repurchase price, principal and interest that are not made when due will accrue interest per annum at the then-applicable interest rate from the required payment date.

Modification and Amendment
Subject to certain exceptions, the Indenture or the Notes may be amended with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes). However, without the consent of each holder of an outstanding Note affected, no amendment may, among other things:
(1)
reduce the amount of Notes whose holders must consent to an amendment;
(2)
reduce the rate of or extend the stated time for payment of interest on any note;
(3)
reduce the principal of or extend the stated maturity of any note;
(4)
make any change that adversely affects the conversion rights of any Notes;
(5)
reduce the redemption price or the fundamental change repurchase price of any Note or amend or modify in any manner adverse to the holders of Notes our obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(6)
make any Note payable in money, or at a place of payment, other than that stated in the note;
(7)
change the ranking of the Notes;
(8)
impair the right of any holder to receive payment of principal and interest (including any interest make-whole payment, if applicable) on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or
(9)
make any change in the amendment provisions that require each holder’s consent or in the waiver provisions.
Without the consent of any holder, we and the trustee may amend the Indenture to:
(1)
cure any ambiguity, omission, defect or inconsistency;
(2)
provide for the assumption by a successor corporation of our obligations under the Indenture;
(3)
add guarantees with respect to the Notes;
(4)
secure the Notes;
(5)
add to our covenants or events of default for the benefit of the holders or surrender any right or power conferred upon us;
(6)
make any change that does not adversely affect the rights of any holder;
(7)
in connection with any share exchange event described under “—Conversion Rights—Recapitalizations, Reclassifications and Changes of Our Class B Common Stock” above, provide that the Notes are convertible into reference property, subject to the provisions described under “—Conversion Rights—Settlement upon Conversion” above, and make certain related changes to the terms of the Notes to the extent expressly required by the Indenture;
(8)
irrevocably elect a settlement method or a specified dollar amount, or eliminate our right to elect a settlement method; or
(9)
comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act, to the extent that the Indenture is required to comply with the Trust Indenture Act.

Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such holders approve the substance of the proposed amendment. After an amendment under the Indenture becomes effective, we are required to deliver to the holders (with a copy to the trustee) a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Discharge
We may satisfy and discharge our obligations under the Indenture by delivering to the securities registrar for cancellation all outstanding Notes or by depositing with the trustee or delivering to the holders, as applicable, after the Notes have become due and payable, whether at maturity, at any redemption date, at any fundamental change repurchase date, upon conversion or otherwise, cash and/or shares of Class B Common Stock (which shall be delivered directly to the holders and not to the trustee), solely to satisfy outstanding conversions, as applicable, sufficient to pay all of the outstanding Notes and paying all other sums payable under the Indenture by us. Such discharge is subject to terms contained in the Indenture.

Calculations in Respect of Notes
Except as otherwise provided above, we are responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the stock price, the last reported sale prices of our Class B Common Stock, the daily VWAPs, the daily conversion values, the daily settlement amounts, accrued interest payable on the Notes, any interest make-whole payment and the conversion rate of the Notes. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of Notes. We will provide a schedule of our calculations to each of the trustee, the paying agent and the conversion agent, and each of the trustee and the conversion agent is entitled to rely conclusively upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any registered holder of Notes upon the request of that holder.

Reports
The Indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be delivered by us to the trustee within 15 days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Documents filed by us with the SEC via the EDGAR system will be deemed to be filed with the trustee as of the time such documents are filed via EDGAR, it being understood that the trustee shall not be responsible for determining whether such filings have been made.

Rule 144A Information
At any time we are not subject to Section 13 or 15(d) of the Exchange Act, we will, so long as any of the Notes or any shares of our Class B Common Stock issuable upon conversion thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the trustee and will, upon written request, provide to any holder, beneficial owner or prospective purchaser of such Notes or any shares of our Class B Common Stock issuable upon conversion of such Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares of our Class B Common Stock pursuant to Rule 144A under the Securities Act. We will take such further action as any holder or beneficial owner of such Notes may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Notes or shares of our Class B Common Stock in accordance with Rule 144A under the Securities Act, as such rule may be amended from time to time.

Trustee
Wilmington Trust, National Association, is the trustee, security registrar, paying agent and conversion agent. Wilmington Trust, National Association, in each of its capacities, including without limitation as trustee, security registrar, paying agent and conversion agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this document or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

We maintain banking relationships in the ordinary course of business with the trustee and its affiliates.

Governing Law
The Indenture provides that it and the Notes, and any claim, controversy or dispute arising under or related to the Indenture or the Notes, is governed by and construed in accordance with the laws of the State of New York.

Registration Rights; Additional Interest
The following summary of the registration rights to be provided in the registration rights agreement, the Indenture and the Notes is not complete. You should refer to the registration rights agreement, the Indenture and the Notes for a full description of the registration rights that apply to the Notes.
We agreed to file, and use our commercially reasonable efforts to have declared effective, within 120 days after January 14, 2020, a shelf registration statement under the Securities Act to register resales of the registrable securities, and use our commercially reasonable efforts to keep such shelf registration statement effective until the earlier of:
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the date by which all registrable securities have been sold pursuant to such shelf registration statement; and
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the date on which none of the securities available for working capitalsale under such shelf registration statement constitute registrable securities.
We are permitted to suspend the use of the prospectus that is a part of such shelf registration statement for a period not to exceed an aggregate of 45 days in any 90-day period or an aggregate of 90 days in any 12-month period under certain circumstances relating to pending corporate developments, public filings with the SEC and general corporateother material events.
A holder of registrable securities that sells registrable securities pursuant to this shelf registration statement is required to provide information about itself and the specifics of the sale, be named as a selling securityholder in this prospectus, deliver this prospectus to purchasers, be subject to relevant civil liability provisions under the Securities Act in connection with such sales and be bound by the provisions of the registration rights agreement which are applicable to such holder.
If after the day that is 120 days after January 14, 2020 (which date has been adjusted to June 29, 2020 for certain intervening events, including the COVID-19 pandemic), registrable securities are held by any holder of Notes and a shelf registration statement has either not been filed with and declared effective by the SEC or ceases to be effective, or the prospectus contained therein ceases to be usable (subject to certain exceptions) in connection with resales of Notes and any Class B Common Stock issuable upon the conversion of the Notes in accordance with, and during, the periods specified in the registration rights agreement and (A) unless we declare a suspension period to be in effect, we do not cure such registration default within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (B) if applicable, we do not terminate the suspension period described above by the 45th day or 90th day, as the case may be (we refer to each event described above in this sentence as a registration default), interest (over and above the interest set forth in the title of the Notes) at the rate of 0.50% per year will accrue on the principal amount of any outstanding Notes that are registrable securities from, and including, the date on which any such registration default occurs to, but excluding, the date on which the registration default has been cured. We will have no other liabilities for monetary damages with respect to our registration obligations. Additional interest will not be payable with respect to any shares of Class B Common Stock issued upon conversion of the Notes.
We agreed to pay all registration expenses of any shelf registration, provide each holder that is selling registrable securities pursuant to any shelf registration statement copies of the related prospectus and take other commercially reasonable actions as are required to permit, subject to the foregoing, unrestricted resales of the registrable securities. Selling securityholders remain responsible for all selling expenses (i.e., commissions and discounts).
For purposes of the discussion above, “registrable securities” refers to the Notes and any shares of Class B Common Stock into which the Notes are convertible and shares of our Class B Common stock, if any, issued as an interest make-whole payment, but excluding any such securities that have been resold in accordance with an effective registration statement or that have otherwise been transferred in a transaction in which we have delivered a new security that (1) is not subject to transfer restrictions under the Securities Act, (2) does not include a restrictive legend and (3) is assigned an unrestricted CUSIP.

Under Rule 144 under the Securities Act (“Rule 144”) as currently in effect, a person who acquired Notes from us or our affiliate and who has beneficially owned Notes or shares of our Class B Common Stock issued upon conversion of the Notes for at least six months is entitled to sell such Notes or shares of our Class B Common Stock without registration, so long as (i) such person is not deemed to have been our affiliate at the time of, or at any time during three months immediately preceding, the sale and (ii) we have filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve months preceding such sale (other than current reports on Form 8-K). If we are not current in filing our Exchange Act reports, a person who owns Notes or shares of our Class B Common Stock issued upon conversion of the Notes could be required to hold such Notes or shares of our Class B Common Stock indefinitely.
If, at any time during the six-month period beginning on, and including, the date that is six months after January 14, 2020, we fail to timely file any document or report that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Notes offered hereby are not otherwise freely tradable pursuant to Rule 144 by holders other than our affiliates or holders that were our affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Notes), we will pay additional interest on such Notes. Additional interest will accrue on such Notes at the rate of 0.50% per annum of the principal amount of such Notes outstanding for each day during such period for which our failure to file has occurred and is continuing or such Notes are not otherwise freely tradable as described above by holders other than our affiliates (or holders that were our affiliates at any time during the three months immediately preceding).
Any Note or Class B Common Stock issued upon the conversion or exchange of a Note that is repurchased or owned by any affiliate of us may include further technology development, increased spendingnot be resold by such affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Note or Class B Common Stock, as the case may be, no longer being a “restricted security” (as defined in Rule 144). We will cause any Note that is repurchased or owned by us to be surrendered to the trustee for cancellation as described under “—Purchase and Cancellation” above.
The Notes were issued with a restricted CUSIP number.
Additional interest pursuant to the foregoing provisions will be payable in arrears on marketingeach interest payment date following accrual in the same manner as regular interest on the Notes and advertisingwill be in addition to any additional interest that may accrue at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under “—Events of Default.”

Book-Entry, Settlement and capital expenditures necessaryClearance
The Global Notes

The Notes were initially issued in the form of one or more registered Notes in global form, without interest coupons (the “global Notes”). Upon issuance, each of the global Notes was deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.
Ownership of beneficial interests in a global Note will be limited to growpersons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:
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upon deposit of a global Note with DTC’s custodian, DTC will credit portions of the business. Pending these uses, weprincipal amount of the global Note to the accounts of the DTC participants designated by the initial purchaser; and
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ownership of beneficial interests in a global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).
Beneficial interests in global Notes may investnot be exchanged for Notes in physical, certificated form except in the net proceedslimited circumstances described below.
The global Notes and beneficial interests in short-term interest-bearing investment grade instruments.the global Notes are subject to restrictions on transfer as described under “Transfer Restrictions.”

Book-Entry Procedures for the Global Notes
 
 
All interests in the global Notes are subject to the operations and procedures of DTC and, therefore, holders of Notes must allow for sufficient time in order to comply with these procedures if they wish to exercise any of their rights with respect to the Notes. We provide the following summary of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by that settlement system and may be changed at any time. Neither we, the trustee, the agents nor the initial purchaser are responsible for those operations or procedures.

DTC has advised us that it is:
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a limited purpose trust company organized under the laws of the State of New York;
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a “banking organization” within the meaning of the New York State Banking Law;
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a member of the Federal Reserve System;
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a “clearing corporation” within the meaning of the Uniform Commercial Code; and
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a “clearing agency” registered under Section 17A of the Exchange Act.
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchaser; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.
So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the Notes represented by that global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global Note:
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will not be entitled to have Notes represented by the global Note registered in their names;
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will not receive or be entitled to receive physical, certificated Notes; and
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will not be considered the owners or holders of the Notes under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the Indenture.
As a result, each investor who owns a beneficial interest in a global Note must rely on the procedures of DTC to exercise any rights of a holder of Notes under the Indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).
Payments of principal and interest with respect to the Notes represented by a global Note will be made by the paying agent (to the extent funded by us) to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee (in any of its capacities) will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.
Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.
Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

Certificated Notes
Notes in physical, certificated form were issued and delivered to each person that DTC identifies as a beneficial owner of the related Notes only if:
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DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global Notes and a successor depositary is not appointed within 90 days;
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DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or
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an event of default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued in physical, certificated form.


 
DESCRIPTION OF CAPITAL STOCK
 
Common Stock
 
Our Articles of Incorporation authorize the issuance of 100,000,0005,000,000 shares of common stock, $0.001 par value per share, of which 1,000,00050,000 shares are designated as Class A Common Stock and all other shares of common stock are designated as Class B Common Stock. The Class A Common Stock ranks pari passu with all of the rights and privileges of the Class B Common Stock, except that holders of the Class A Common Stock are entitled to ten votes per share of Class A Common Stock issued and outstanding. The Class B Common Stock are identical to the Class A Common Stock in all material respects, except that holders of the Class B Common Stock will be entitled to one vote per share of Class B Common Stock issued and outstanding. Our Class B Common Stock is registered pursuant to Section 12(b) of the Exchange Act. AsThe number of October 23, 2019, 1,000,000shares of Class B Common Stock, $0.001 par value, outstanding on June 22, 2020 was 2,179,407 shares. In addition, 50,000 shares of Class A Common Stock, and 22,233,620 shares of Class B Common Stock$0.001 par value, were issued and outstanding.outstanding on June 22, 2020.
 
Holders of shares of Class A Common Stock and Class B Common Stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by our Board, in its discretion, from funds legally available to be distributed. In the event of a liquidation, dissolution or winding up of our company, the holders of shares of Class ACommonA Common Stock and Class B Common Stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the prior payment to the preferred stockholders if any. Holders of Class A Common Stock and Class B Common Stock have no preemptive rights to purchase our Class A Common Stock and Class B Common Stock. There are no conversion rights or redemption or sinking fund provisions with respect to the Class A Common Stock or Class B Common Stock.
 
Preferred Stock
 
Our Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock, $0.001 par value per share, in one or more classes or series. The rights, preferences, privileges and restrictions of the preferred stock of each series or class will be determined by our Board and set forth in a certificate of designations relating to such series or class that will amend our Articles of Incorporation. As of October 23, 2019,June 22, 2020, no shares of preferred stock were issued and outstanding.
 
Nevada Laws
 
The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:
 
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20% to 33%;
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33% to 50%; and
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more than 50%.
 
A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our Articles of Incorporation and bylaws do exempt our Class A Common Stock and Class B Common Stock from the control share acquisition act.

 
Exclusive Forum
 
Our Articles of Incorporation and bylaws do not contain an exclusive forum provision.
 
Market Information
 
Our Class B Common Stock is tradedIs Traded on the Nasdaq Capital Market under the symbol “RMBL.”
 
Holders
 
As of October 23, 2019, there were 74June 22, 2020, we had approximately 52 stockholders of record of 22,233,6202,179,407 issued and outstanding shares of Class B Common Stock and two holders of record of 1,000,00050,000 issued and outstanding shares of our Class A Common Stock.
 
Transfer Agent and Registrar
 
 The transfer agent and registrar for our Class A Common Stock and Class B Common Stock is West Coast Stock Transfer, Inc.
 

DESCRIPTION OF DEBT SECURITIES
The complete terms of the debt securities will be contained in the indenture and supplemental indenture applicable to the debt securities unless we are not required under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, to issue the debt securities pursuant to an indenture. These documents have been or will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the indenture and supplemental indenture. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
This section describes the general terms of the debt securities that we may offer using this prospectus. Further terms of the debt securities will be stated in the applicable prospectus supplement. The following description and any description of the debt securities in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of the applicable indenture and supplemental indenture (to the extent we are required to issue the debt securities pursuant to an indenture) and form of debt security.
General
We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible or exchangeable debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that we may issue will be convertible into or exchangeable for common stock or other securities of RumbleOn. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
If we are required pursuant to the provisions of the Trust Indenture Act, the debt securities will be issued under one or more indentures, which are contracts between us and an eligible banking institution or other eligible party, as trustee. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer, including debt securities that are issued under an indenture, in more detail in a prospectus supplement.
If required, we will issue the senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture. If required, we will issue the subordinated debt securities under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture.
The following summaries of the material provisions of the senior debt securities, the subordinated debt securities and the indentures (to the extent applicable to a particular issuance of our debt securities) are not complete and are qualified in their entirety by reference to all of the provisions of the indenture applicable to a particular series of debt securities. You should read the applicable prospectus supplement that we may authorize to be provided to you related to the series of debt securities being offered and, to the extent applicable, the complete indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and we will file supplemental indentures and forms of debt securities containing the terms of the debt securities being offered under indentures as exhibits to the registration statement of which this prospectus is a part or such supplemental indentures will be incorporated by reference to reports that we file with the SEC. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
The indentures will be qualified under the Trust Indenture Act. We use the term “indenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable.
The indentures do not limit the amount of other debt that we may incur and do not contain financial or similar restrictive covenants. The indentures do not contain any provision to protect holders of debt securities against a sudden or dramatic decline in our ability to pay our debt.

 The prospectus supplement will describe the debt securities offered and the price or prices at which we will offer the debt securities. The description will include:
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the title of the debt securities;
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whether the debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the related subordination terms;
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principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;
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any limit on the aggregate principal amount of the debt securities or the series of which they are a part;
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the date or dates on which we must pay the principal;
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whether the debt securities will be issued with any original issue discount;
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whether the debt securities are convertible into common stock or other securities or property and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period;
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the rate or rates at which the debt securities will bear interest, if any, the date or dates from which interest will accrue, and the dates on which we must pay interest;
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whether and under what circumstances, if any, we will pay a premium or additional amounts on any debt securities;
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the place or places where we must pay the principal and any premium or interest on the debt securities;
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the terms and conditions on which we may redeem or retire any debt security, if at all;
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any obligation to redeem or repurchase any debt securities, and the terms and conditions on which we must do so;
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the denominations in which we may issue the debt securities if other than denominations of $1,000 and any integral multiple thereof;
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the manner in which we will determine the amount of principal of or any premium or interest or additional amounts on the debt securities;
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the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity if other than 100%;
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the amount that will be deemed to be the principal amount for any purpose, including the principal amount that will be due and payable upon any maturity or that will be deemed to be outstanding as of any date;
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whether the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities are defeasible;
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if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, shares of common stock or other securities or property;

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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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provisions for a sinking fund, purchase or other analogous fund, if any;
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whether we will issue the debt securities under indentures;
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whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;
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any addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable;
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any addition to or change in the covenants in the indentures, if any, including whether the indenture will restrict our ability or the ability of our subsidiaries to:
o
incur additional indebtedness;
o
issue additional securities;
o
create liens;
o
pay dividends or make distributions in respect of our capital shares or the capital shares of our subsidiaries;
o
redeem capital shares;
o
place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
o
make investments or other restricted payments;
o
sell or otherwise dispose of assets;
o
enter into sale-leaseback transactions;
o
engage in transactions with stockholders or affiliates;
o
issue or sell shares of our subsidiaries; or
o
effect a consolidation or merger;
●
whether the indenture, if any, will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;
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a discussion of any material United States federal income tax considerations applicable to the debt securities;
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information describing any book-entry features;
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procedures for any auction or remarketing, if any; and

●
any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities.
We may sell the debt securities at a substantial discount below their stated principal amount. We will describe United States federal income tax considerations, if any, applicable to debt securities sold at an original issue discount in the prospectus supplement. An “original issue discount security” is any debt security that provides for an amount less than the principal amount to be due and payable upon the declaration of acceleration of the maturity under the terms of the applicable indenture. The prospectus supplement relating to any original issue discount securities will describe the particular provisions relating to acceleration of the maturity upon the occurrence of an event of default. In addition, we will describe United States federal income tax or other considerations applicable to any debt securities that are denominated in a currency or unit other than United States dollars in the prospectus supplement.
Conversion and Exchange Rights
The applicable prospectus supplement will describe, if applicable, the terms on which you may convert debt securities into or exchange them for common stock or other securities or property. The conversion or exchange may be mandatory or may be at your option. The prospectus supplement will describe how the number of shares of common stock or other securities or property to be received upon conversion or exchange would be calculated.
Subordination of Subordinated Debt Securities
Unless the prospectus supplement indicates otherwise, the following provisions will apply to the subordinated debt securities. The indebtedness underlying the subordinated debt securities will be payable only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution, winding-up, liquidation or reorganization or in bankruptcy, insolvency, receivership or similar proceedings, we must first pay all amounts due or to become due on all senior indebtedness before we pay the principal of, or any premium or interest on, the subordinated debt securities. In the event the subordinated debt securities are accelerated because of an event of default, we may not make any payment on the subordinated debt securities until we have paid all senior indebtedness or the acceleration is rescinded. If the payment of subordinated debt securities accelerates because of an event of default, we must promptly notify holders of senior indebtedness of the acceleration.
Unless otherwise indicated in a prospectus supplement, we may not make any payment on the subordinated debt securities if a default in the payment of the principal of, premium, if any, interest or other obligations, including a default under any repurchase or redemption obligation, in respect of senior indebtedness occurs and continues beyond any applicable grace period. We may not make any payment on the subordinated debt securities if any other default occurs and continues with respect to senior indebtedness that permits holders of the senior indebtedness to accelerate its maturity and the trustee receives a notice of such default from us, a holder of such senior indebtedness or other person permitted to give such notice. We may not resume payments on the subordinated debt securities until the defaults are cured or certain periods pass.
If we experience a bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt securities may receive less, ratably, than our other creditors.
The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing any other debt, including secured debt or unsecured debt.
Form, Exchange and Transfer
If issued, the debt securities will be issued only in fully registered form, without coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will be issued as global debt securities as described under “Global Securities” and will trade in book-entry form only.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
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issue, register the transfer or exchange of any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Consolidation, Merger and Sale of Assets
Unless otherwise specified in the prospectus supplement, we may not consolidate with or merge into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our properties and assets to, any person, and shall not permit any other person to consolidate with or merge into us, unless:
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either: (i) we are the surviving corporation or (ii) the person formed by or surviving any consolidation, amalgamation or merger or resulting from such conversion (if other than RumbleOn) or to which such sale, assignment, transfer, conveyance or other disposition has been made, is a corporation, limited liability company or limited partnership organized and validly existing under the laws of the United States, any state of the United States or the District of Columbia and assumes our obligations under the debt securities and under the indentures pursuant to agreements reasonably satisfactory to the indenture trustee;
●
immediately before and after giving pro forma effect to such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, has occurred and is continuing; and
●
several other conditions, including any additional conditions with respect to any particular debt securities specified in the applicable prospectus supplement, are met.

The terms of any securities that we may offer pursuant to this prospectus may limit our ability to merge or consolidate or otherwise sell, convey, transfer or otherwise dispose of all or substantially all of our assets, which terms would be set forth in the applicable prospectus supplement and supplemental indenture.
Events of Default
Unless otherwise specified in the applicable prospectus supplement, it is anticipated that each of the following will constitute an event of default under the applicable indenture with respect to debt securities of any series:
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failure to pay principal of or any premium on any debt security of that series when due, whether or not, in the case of subordinated debt securities, such payment is prohibited by the subordination provisions of the subordinated indenture;
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failure to pay any interest on any debt securities of that series when due, continued for 30 days, whether or not, in the case of subordinated debt securities, such payment is prohibited by the subordination provisions of the subordinated indenture;
●
failure to deposit any sinking fund payment, when due, in respect of any debt security of that series, whether or not, in the case of subordinated debt securities, such deposit is prohibited by the subordination provisions of the subordinated indenture;
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failure to perform or comply with the provisions described under “—Consolidation, Merger and Sale of Assets”;
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failure to perform any of our other covenants in such indenture (other than a covenant included in such indenture solely for the benefit of a series other than that series), continued for 60 days after written notice has been given to us by the applicable indenture trustee, or the holders of at least 25% in principal amount of the outstanding debt securities of that series, as provided in such indenture; and
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certain events of bankruptcy, insolvency or reorganization affecting us or any significant subsidiary.
If an event of default (other than an event of default with respect to RumbleOn described in the last item listed above) with respect to the debt securities of any series at the time outstanding occurs and is continuing, either the applicable trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series by notice as provided in the applicable indenture may declare the principal amount of the debt securities of that series (or, in the case of any debt security that is an original issue discount debt security, such portion of the principal amount of such debt security as may be specified in the terms of such debt security) to be due and payable immediately, together with any accrued and unpaid interest thereon. If an event of default with respect to RumbleOn described in the last item listed above with respect to the debt securities of any series at the time outstanding occurs, the principal amount of all the debt securities of that series (or, in the case of any such original issue discount security, such specified amount) will automatically, and without any action by the applicable trustee or any holder, become immediately due and payable, together with any accrued and unpaid interest thereon. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the applicable Indenture. For information as to waiver of defaults, see “—Modification and Waiver” below.
Subject to the provisions in the indentures relating to the duties of the trustees in case an event of default has occurred and is continuing, each trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders, unless such holders have offered to such trustee reasonable security or indemnity. Subject to such provisions for the indemnification of the trustees, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of a debt security of any series will have any right to institute any proceeding with respect to the applicable indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:
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such holder has previously given to the trustee under the applicable indenture written notice of a continuing event of default with respect to the debt securities of that series;
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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and such holder or holders have offered reasonable indemnity, to the trustee to institute such proceeding as trustee; and
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the trustee has failed to institute such proceeding, and has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer.
However, such limitations do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal of or any premium or interest on such debt security on or after the applicable due date specified in such debt security.
We will be required to furnish to each trustee annually, within 150 days after the end of each fiscal year, a certificate by certain of our officers as to whether or not we, to their knowledge, are in default in the performance or observance of any of the terms, provisions and conditions of the applicable indenture and, if so, specifying all such known defaults.
Modification and Waiver
Unless otherwise specified in the prospectus supplement, modifications and amendments of an indenture may be made by us and the applicable trustee with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by such modification or amendment. However, no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:
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change the stated maturity of the principal of, or time for payment of any installment of principal of or interest on, any debt security;
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reduce the principal amount of, or any premium or the rate of interest on, any debt security;
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reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity thereof;
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change the place or the coin or currency of payment of principal of, or any premium or interest on, any debt security;
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impair the right to institute suit for the enforcement of any payment due on any debt security;
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modify the subordination provisions in the case of subordinated debt securities;
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reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the indenture;
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reduce the percentage in principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or
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modify such provisions with respect to modification, amendment or waiver, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security affected thereby.

The holders of a majority in principal amount of the outstanding debt securities of any series may waive compliance by us with certain restrictive provisions of the applicable indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the applicable indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the indenture which cannot be amended without the consent of the holder of each outstanding debt security of such series.
Each of the indentures provides that in determining whether the holders of the requisite principal amount of the outstanding debt securities have given or taken any direction, notice, consent, waiver or other action under such indenture as of any date:
●
the principal amount of an original issue discount security that will be deemed to be outstanding will be the amount of the principal that would be due and payable as of such date upon acceleration of maturity to such date;
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the principal amount of a debt security denominated in one or more foreign currencies or currency units that will be deemed to be outstanding will be the United States-dollar equivalent, determined as of such date in the manner prescribed for such debt security, of the principal amount of such debt security (or, in the case of an original issue discount security the United States dollar equivalent on the date of original issuance of such security of the amount determined as provided immediately above); and
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certain debt securities, including those owned by us or any of our other affiliates, will not be deemed to be outstanding.
Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the applicable indenture, in the manner and subject to the limitations provided in the indenture. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders of a particular series, only persons who are holders of outstanding debt securities of that series on the record date may take such action.
Optional Redemption
If specified in the applicable prospectus supplement, we may elect to redeem all or part of the outstanding debt securities of a series from time to time before the maturity date of the debt securities of that series. Upon such election, we will notify the indenture trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and conditions of those debt securities.
Notice of redemption will be given to each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case.
Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. 

Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of the debt securities that holder surrenders.
Satisfaction and Discharge
Each indenture will be discharged and will cease to be of further effect as to all outstanding debt securities of any series issued thereunder, when:
●
either:
o
all outstanding debt securities of that series that have been authenticated (except lost, stolen or destroyed debt securities that have been replaced or paid and debt securities for whose payment money has theretofore been deposited in trust and thereafter repaid to us or discharged from such trust) have been delivered to the trustee for cancellation; or
o
all outstanding debt securities of that series that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee;
and in either case we have irrevocably deposited with the trustee as trust funds for such purpose money in an amount sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness of such debt securities not delivered to the trustee for cancellation, for principal, premium, if any, and accrued interest to the date of such deposit (in the case of debt securities that have become due and payable) or to the stated maturity or redemption date;
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we have paid or caused to be paid all other sums payable by us under the indenture with respect to the debt securities of that series; and
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we have delivered an officer’s certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge of the indenture with respect to the debt securities of that series have been complied with.
Legal Defeasance and Covenant Defeasance
If and to the extent indicated in the applicable prospectus supplement, we may elect, at our option at any time, to have provisions of the indentures relating to defeasance and discharge of indebtedness, which we call “legal defeasance,” relating to defeasance of certain restrictive covenants applied to the debt securities of any series, or to any specified part of a series, which we call “covenant defeasance.”
Legal Defeasance. The indentures provide that, upon our exercise of our option (if any) to have the provisions relating to legal defeasance applied to any debt securities, we will be discharged from all our obligations, and, if such debt securities are subordinated debt securities, the provisions of the subordinated indenture relating to subordination will cease to be effective, with respect to such debt securities (except for certain obligations to convert, exchange or register the transfer of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the holders of such debt securities of money or United States government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the applicable indenture and such debt securities. Such defeasance or discharge may occur only if, among other things:

●
we have delivered to the applicable trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance were not to occur;
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no event of default or event that with the passing of time or the giving of notice, or both, shall constitute an event of default shall have occurred and be continuing at the time of such deposit;
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such deposit and legal defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument (other than the applicable indenture) to which we are a party or by which we are bound;
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we must deliver to the trustee an officer’s certificate stating that the deposit was not made by us with the intent of preferring the holders of the debt securities over any of our other creditors or with the intent of defeating, hindering, delaying or defrauding any of our other creditors or others;
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we must deliver to the trustee an officer’s certificate stating that all conditions precedent set forth in the items set forth immediately above and the item set forth immediately below, as applicable, have been complied with;
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in the case of subordinated debt securities, at the time of such deposit, no default in the payment of all or a portion of principal of (or premium, if any) or interest on any of our senior debt shall have occurred and be continuing, no event of default shall have resulted in the acceleration of any of our senior debt and no other event of default with respect to any of our senior debt shall have occurred and be continuing permitting after notice or the lapse of time, or both, the acceleration thereof: and
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we have delivered to the trustee an opinion of counsel to the effect that all conditions precedent set forth in first, third or fourth item above have been complied with.
Covenant Defeasance. The indentures provide that, upon our exercise of our option (if any) to have the covenant defeasance provisions applied to any debt securities, we may omit to comply with certain restrictive covenants (but not to conversion, if applicable), including those that may be described in the applicable prospectus supplement, the occurrence of certain events of default, which are described above in the fifth item listed under “Events of Default” above and any that may be described in the applicable prospectus supplement, will not be deemed to either be or result in an event of default and, if such debt securities are subordinated debt securities, the provisions of the subordinated indenture relating to subordination will cease to be effective, in each case with respect to such debt securities. In order to exercise such option, we must deposit, in trust for the benefit of the holders of such debt securities, money or United States government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such debt securities on the respective stated maturities in accordance with the terms of the applicable indenture and such debt securities. Such covenant defeasance may occur only if we have delivered to the applicable trustee an opinion of counsel that in effect says that holders of such debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance were not to occur, and the requirements set forth in the second, third, fourth, fifth, sixth and seventh items above are satisfied. If we exercise this option with respect to any debt securities and such debt securities were declared due and payable because of the occurrence of any event of default, the amount of money and United States government obligations so deposited in trust would be sufficient to pay amounts due on such debt securities at the time of their respective stated maturities but may not be sufficient to pay amounts due on such debt securities upon any acceleration resulting from such event of default. In such case, we would remain liable for such payments.

Notices
We will mail notices to holders of debt securities at the addresses that appear in the security register.
Title
We may treat the person in whose name a debt security is registered as the absolute owner, whether or not such debt security may be overdue, for the purpose of making payment and for all other purposes.
Information Concerning the Indenture Trustee
The indenture trustee undertakes to perform only those duties as are specifically set forth in the applicable indenture. The indenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. The indenture trustee shall be under no obligation to exercise any of the rights or powers vested in it by an indenture at the request or direction of any of the applicable holders pursuant to such indenture unless such holders shall have offered to the indenture trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name such debt security (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest.
Unless otherwise indicated in the applicable prospectus supplement, principal of and any premium and interest on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time, except that at our option payment of any interest on debt securities in certificated loan may be made by check mailed to the address of the person entitled thereto as such address appears in the security register. Unless otherwise indicated in the applicable prospectus supplement, the corporate trust office of the trustee under the senior indenture in The City of New York will be designated as sole paying agent for payments with respect to senior debt securities of each series, and the corporate trust office of the trustee under the subordinated indenture in The City of New York will be designated as the sole paying agent for payment with respect to subordinated debt securities of each series. Any other paying agents initially designated by us for the debt securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.
All money paid by us to a paying agent for the payment of the principal of or any premium or interest on any debt security which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of such debt security thereafter may look only to us for payment.
Governing Law
The indentures and the debt securities will be governed by and construed in accordance with the laws of the state of New York.

DESCRIPTION OF WARRANTS
The complete terms of the warrants will be contained in the applicable warrant agreement and warrant. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the warrant and warrant agreement. You should also read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
This section describes the general terms of the warrants to purchase common stock, preferred stock and/or debt securities that we may offer using this prospectus. Further terms of the warrants will be stated in the applicable prospectus supplement. The following description and any description of the rights in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of the warrant and warrant agreement.
General
We may issue additional warrants for the purchase of Class B Common Stock, preferred stock and/or debt securities in one or more series. If we offer warrants, we will describe the terms in a prospectus supplement. Warrants may be offered independently, together with other securities offered by any prospectus supplement, or through a dividend or other distribution to stockholders and may be attached to or separate from other securities. Warrants may be issued under a written warrant agreement to be entered into between us and the holder or beneficial owner, or under a written warrant agreement with a warrant agent specified in a prospectus supplement. A warrant agent would act solely as our agent in connection with the warrants of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those warrants.
The following are some of the terms relating to a series of warrants that could be described in a prospectus supplement:
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title of the warrants;
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aggregate number of warrants;
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price or prices at which the warrants will be issued;
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designation, number, aggregate principal amount, denominations and terms of the securities that may be purchased on exercise of the warrants;
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date, if any, on and after which the warrants and the debt securities offered with the warrants, if any, will be separately transferable;
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purchase price for each security purchasable on exercise of the warrants;
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the terms for changes to or adjustments in the exercise price, if any;
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dates on which the right to purchase certain securities upon exercise of the warrants will begin and end;
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minimum or maximum number of securities that may be purchased at any one time upon exercise of the warrants;
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anti-dilution provisions or other adjustments to the exercise price of the warrants;
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terms of any right that we may have to redeem the warrants;
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effect of any merger, consolidation, sale or other transfer of our business on the warrants and the applicable warrant agreement;
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name and address of the warrant agent, if any;
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information with respect to book-entry procedures;

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any material United States federal income tax considerations; and
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other material terms, including terms relating to transferability, exchange, exercise or amendments of the warrants.
Until any warrants to purchase our securities are exercised, holders of the warrants will not have any rights of holders of the underlying securities.


DESCRIPTION OF UNITS
The complete terms of the units will be contained in the unit agreement and any document applicable to the securities comprising the units. These documents will be included or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read the unit agreement and any related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below.
This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the units and the related documents applicable to the securities constituting the units.
We may issue units, in one or more series, consisting of any combination of one or more of the other securities described in this prospectus. If we offer units, we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our agent in connection with the units of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those units.
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security.
The following are some of the unit terms that could be described in a prospectus supplement:
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title of the units;
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aggregate number of units;
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price or prices at which the units will be issued;
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designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement;
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name and address of the unit agent;
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information with respect to book-entry procedures;
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any material United States federal income tax considerations; and
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other material terms, including terms relating to transferability, exchange, exercise or amendments of the units.
The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any Class B Common Stock, preferred stock, debt security or warrant included in each unit, respectively.
Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. We will file as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus the forms of the unit agreements containing the terms of the units being offered. The description of units in any prospectus supplement will not necessarily describe all of the terms of the units in detail. You should read the applicable unit agreements for a complete description of all of the terms.

GLOBAL SECURITIES
Unless otherwise indicated in the applicable prospectus supplement, securities other than Class B Common Stock will be issued in the form of one or more global certificates, or “global securities,” registered in the name of a depositary or its nominee. Unless otherwise indicated in the applicable prospectus supplement, the depositary will be DTC. We expect that DTC’s nominee will be Cede & Co. Accordingly, we expect Cede & Co. to be the initial registered holder of all securities that are issued in global form. No person that acquires a beneficial interest in those securities will be entitled to receive a certificate representing that person’s interest in the securities except as described herein or in the applicable prospectus supplement. Unless and until definitive securities are issued under the limited circumstances described below, all references to actions by holders of securities issued in global form will refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of these securities.
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that DTC participants deposit with DTC. DTC also facilitates the settlement among DTC participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in DTC participants’ accounts, thereby eliminating the need for physical movement of certificates. DTC participants include securities brokers and dealers, banks, trust companies and clearing corporations, and may include other organizations. DTC is a wholly owned subsidiary of the Depository Trust & Clearing Company, or DTCC. DTCC, in turn, is owned by a number of DTC’s participants and subsidiaries of DTCC as well as by other financial companies, including the New York Stock Exchange, Inc. and the Financial Industry Regulatory Authority, Inc. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and DTC participants are on file with the SEC.
Persons that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities may do so only through participants and indirect participants. Under a book-entry format, holders may experience some delay in their receipt of payments, as such payments will be forwarded by our designated agent to Cede & Co., as nominee for DTC. DTC will forward such payments to its participants, who will then forward them to indirect participants or holders. Holders will not be recognized by the relevant registrar, transfer agent, trustee or warrant agent as registered holders of the securities entitled to the benefits of our Articles of Incorporation or the applicable indenture, warrant agreement, trust agreement or guarantee. Beneficial owners that are not participants will be permitted to exercise their rights only indirectly through and according to the procedures of participants and, if applicable, indirect participants.
Under the rules, regulations and procedures creating and affecting DTC and its operations as currently in effect, DTC will be required to make book-entry transfers of securities among participants and to receive and transmit payments to participants. DTC rules require participants and indirect participants with which beneficial securities owners have accounts to make book-entry transfers and receive and transmit payments on behalf of their respective account holders.
Because DTC can act only on behalf of participants, who in turn act only on behalf of participants or indirect participants, and certain banks, trust companies and other persons approved by it, the ability of a beneficial owner of securities issued in global form to pledge such securities to persons or entities that do not participate in the DTC system may be limited due to the unavailability of physical certificates for these securities.
We expect DTC to advise us that DTC will take any action permitted to be taken by a registered holder of any securities under our Articles of Incorporation or the relevant indenture, warrant agreement, trust agreement or guarantee only at the direction of one or more participants to whose accounts with DTC such securities are credited.

Unless otherwise indicated in the applicable prospectus supplement, a global security will be exchangeable for the relevant definitive securities registered in the names of persons other than DTC or its nominee only if:
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DTC notifies us that it is unwilling or unable to continue as depositary for that global security or if DTC ceases to be a clearing agency registered under the Exchange Act when DTC is required to be so registered;
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we execute and deliver to the relevant registrar, transfer agent, trustee and/or warrant agent an order complying with the requirements of the applicable indenture, trust agreement or warrant agreement that the global security will be exchangeable for definitive securities in registered form; or
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there has occurred and is continuing a default in the payment of any amount due in respect of the securities or, in the case of debt securities, an event of default or an event that, with the giving of notice or lapse of time, or both, would constitute an event of default with respect to these debt securities.
Any global security that is exchangeable under the preceding sentence will be exchangeable for securities registered in such names as DTC directs.
Upon the occurrence of any event described in the preceding paragraph, DTC is generally required to notify all participants of the availability of definitive securities. Upon DTC surrendering the global security representing the securities and delivery of instructions for re-registration, the registrar, transfer agent, trustee or warrant agent, as the case may be, will reissue the securities as definitive securities, and then such persons will recognize the holders of such definitive securities as registered holders of securities entitled to the benefits of our articles or the relevant indenture trust agreement and/or warrant agreement.
Redemption notices will be sent to Cede & Co. as the registered holder of the global securities. If less than all of a series of securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.
Except as described above, the global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor depositary we appoint. Except as described above, DTC may not sell, assign, transfer or otherwise convey any beneficial interest in a global security evidencing all or part of any securities unless the beneficial interest is in an amount equal to an authorized denomination for these securities.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof. None of us, any indenture trustee, any depositary, any rights agent, any registrar and transfer agent or any warrant agent, or any agent of any of them, will have any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.
Secondary trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a global security, in some cases, may trade in the DTC’s same-day funds settlement system, in which secondary market trading activity in those beneficial interests would be required by DTC to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a global security upon the original issuance of this security may be required to be made in immediately available funds.

PLAN OF DISTRIBUTION
We may sell the securities offered by this prospectus from time to time in one or more transactions, including without limitation:
●through underwriters or dealers;
●directly to purchasers;
●in a rights offering;
●in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or into an existing trading market on an exchange or otherwise;
●through agents;
●in block trades;
●through a combination of any of these methods; or
●through any other method permitted by applicable law and described in a prospectus supplement.
In addition, we may issue the securities as a dividend or distribution to our existing stockholders or other security holders.
The prospectus supplement with respect to any offering of securities will include the following information:
●the terms of the offering;
●the names of any underwriters or agents;
●the name or names of any managing underwriter or underwriters;
●the purchase price or initial public offering price of the securities;
●the net proceeds from the sale of the securities;
●any delayed delivery arrangements;
●any underwriting discounts, commissions and other items constituting underwriters’ compensation;
●any discounts or concessions allowed or reallowed or paid to dealers;
●any commissions paid to agents; and
●any securities exchange on which the securities may be listed.
Sale through Underwriters or Dealers
If underwriters are used in the sale, the underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all of the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

We will describe the name or names of any underwriters, dealers or agents and the purchase price of the securities in a prospectus supplement relating to the securities.
In connection with the sale of the securities, underwriters may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents, which is notexpected to exceed that customary in the types of transactions involved. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters, and any discounts or commissions they receive from us, and any profit on the resale of the securities they realize may be deemed to be underwriting discounts and commissions, under the Securities Act. The prospectus supplement will identify any underwriter or agent and will describe any compensation they receive from us.
Underwriters could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering, sales made directly on Nasdaq, the existing trading market for our shares of common stock, or sales made to or through a market maker other than on an exchange. The name of any such underwriter or agent involved in the offer and sale of our securities, the amounts underwritten, and the nature of its obligations to take our securities will be described in the applicable prospectus supplement.
Unless otherwise specified in the prospectus supplement, each series of the securities will be a new issue with no established trading market, other than our shares of common stock, which are currently listed on Nasdaq. We currently intend to list any shares of common stock sold pursuant to this prospectus on Nasdaq. We may elect to list any series of preferred stock on an exchange, but are not obligated to do so. It is possible that one or more underwriters may make a market in a series of the securities, but underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, we can give no assurance about the liquidity of the trading market for any of the securities.
Under agreements we may enter into, we may indemnify underwriters, dealers, and agents who participate in the distribution of the securities against certain liabilities, including liabilities under the Securities Act, or contribute with respect to payments that the underwriters, dealers or agents may be required to make.
In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the aggregate maximum discount, commission, agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross offering proceeds from any offering pursuant to this prospectus and any applicable prospectus supplement or pricing supplement, as the case may be.
To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
From time to time, we may engage in transactions with these underwriters, dealers, and agents in the ordinary course of business.
Direct Sales and Sales through Agents
We may sell the securities directly. In this case, no underwriters or agents would be involved. We also may sell the securities through agents designated by us from time to time. In the applicable prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the applicable prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We will describe the terms of any sales of these securities in the applicable prospectus supplement.


Remarketing Arrangements
Securities also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the applicable prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
General Information
We may have agreements with the underwriters, dealers, agents and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, dealers, agents or remarketing firms may be required to make. Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with or perform services for us in the ordinary course of their businesses.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant. The registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities being offered by this prospectus will be passed upon by Akerman LLP, Fort Lauderdale, Florida.
EXPERTS
The consolidated financial statements and schedule of RumbleOn, Inc. as of December 31, 2018 and December 31, 2017 and for the years then ended incorporated by reference in this prospectus have been so incorporated in reliance on the report of Scharf Pera & Co., PLLC, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
The combined financial statements of Wholesale, Inc., which comprise the combined balance sheets as of December 31, 2017, 2016, and 2015 and the related combined statements of income, stockholder’s equity, and cash flows for the years then ended, and the related Notes to the combined financial statements incorporated by reference in this prospectus have been so incorporated in reliance on the report of Henderson, Hutcherson & McCullough, PLLC, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
The financial statements of Wholesale Express, LLC, which comprise the balance sheets as of December 31, 2017 and 2016, and the related statements of income and member’s equity, and cash flows for the years then ended, and the related notes to the financial statements incorporated by reference in this prospectus have been so incorporated in reliance on the report of Henderson, Hutcherson& McCullough, PLLC, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act, and the rules and regulations promulgated under the Securities Act, with respect to the securities offered under this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement and the exhibits and schedules to the registration statement. Many of the contracts and documents described in this prospectus are filed as exhibits to the registration statements and you may review the full text of these contracts and documents by referring to these exhibits.
For further information with respect to us and the securities offered under this prospectus, reference is made to the registration statement and its exhibits and schedules. We file reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC.
The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding issuers, including RumbleOn, that file electronically with the SEC. The SEC’s Internet website address is http://www.sec.gov. Our Internet website address is http://www.rumbleon.com.
 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents and reports listed below other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8–K:
 
●
The Annual Report on Form 10–K for the fiscal year ended December 31, 2018,2019, filed on April 1, 2019;
●
Our Quarterly ReportMay 29, 2020, as amended on Form 10-Q for the quarter ended March 31, 2019,10-K/A, filed with the SEC on May 15, 2019;
●
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 13, 2019;2, 2020;
 
●
The Current Reports on Form 8–K filed on January 9, 2020, January 10, 2020, January 14, 2019 (Form 8-K/A),2020, January 28, 2019, February16, 2020, January 17, 2020, January 21, 2020, March 4, 2019, February 6, 2019, February2020, March 30, 2020, April 15, 2020, May 7, 2019, February 11, 2019,2020, May 9, 2019,14, 2020, and May 10, 2019, May 15, 2019, May 22, 2019, May 31, 2019, June 5, 2019 (Form 8-K/A) and October 25, 2019;19, 2020; and
 
●
The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A, filed with the SEC on October 18, 2017.
 
In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing of such documents. In addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectustoprospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
 
We will provide, without charge, to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by reference in this prospectus but not delivered with the prospectus, including any exhibits to such documents that are specifically incorporated by reference in those documents.
 
Please make your request by writing or telephoning us at the following address or telephone number:
 
RumbleOn, Inc.
1350 Lakeshore Drive, Suite 160901 W Walnut Hill Lane
Coppell,Irving, Texas 75019
Attention: Investor Relations75038
Tel: (469) 250-1185
  


WHERE YOU CAN FIND MORE INFORMATION
 
$50,000,000
We are currently subject to the information requirements of the Exchange Act and in accordance therewith file periodic reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings will also be available to you on the SEC’s website at http://www.sec.gov. We have filed with the SEC a registration statement on Form S–3 under the Securities Act for the Notes and the shares of Class B Common Stock
  Preferred Stock
Debt Securities
Warrants
Units

PROSPECTUS

being offered by the selling securityholders. This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits that were filed with the registration statement. Anyone may obtain the registration statement and its exhibits and schedules from the SEC as described above.
 
 
 
 
 


LEGAL MATTERS
The datevalidity of the securities offered through this prospectus is __________, 2019has been passed on by Akerman LLP, Fort Lauderdale, Florida and Snell & Wilmer L.L.P., Las Vegas, Nevada. 
 
 
 

 
EXPERTS
The financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of RumbleOn, Inc. as of December 31, 2018 and for the year ended December 31, 2018 incorporated by reference in this prospectus have been so incorporated in reliance on the report of Scharf Pera & Co., PLLC, incorporated herein by reference, given the authority of said firm as experts in accounting and auditing.


PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all feesItem 14.    Other Expenses of Issuance and expenses payable by the registrant in connection with the issuance and distribution of the securities registered hereby (other than underwriting discounts and commissions). All amounts are estimated.Distribution.
 
SEC Registrationregistration fee
 $6,490
5,029.75
Legal fees and expenses
$30,000 
Accounting Feesfees and Expensesexpenses
 5,000
$
Legal Fees and Expenses
40,000
Trustee fees and Expenses
*30,000 
Miscellaneous Expensesexpenses
 *$10, 000 
Total
 $*75,029.75 
____________
* These fees are calculated based on the number of issuances and the amount of securities offered and accordingly cannot be estimated at this time._________________
 
All amounts are estimates, other than the SEC’s registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling securityholders. The selling securityholders, however, will pay all underwriting discounts and selling commissions, if any.
ITEM 15.INDEMNIFICATION OF DIRECTORS AND OFFICERS
Item 15.   Indemnification of Directors and Officers.
 
No director of RumbleOn will have personal liability to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in our Articles of Incorporation limiting such liability. The foregoing provisions shall not eliminate or limit the liability of a director for:
 
●
any breach of the director’s duty of loyalty to us or our stockholders;
●
acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law;
●
the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes; or
●
for any transaction from which the director derived an improper personal benefit.
 
We are a corporation organized under the laws of the State of Nevada. Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.
 
Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS requires a corporation to indemnify a director or officer that has been successful on the merits or otherwise in defense of any action or suit. Section 78.7502 of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation,unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.
II-1
  
Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. If so provided in the corporation’s articles of incorporation, bylaws, or other agreement, Section 78.751 of the NRS requires a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of the NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.

 
Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
 
Article VI of our amended Bylaws provide for indemnification of our directors, officers, and employees in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees if they were not engaged in willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the Board of Directors approves such settlement and reimbursement as being for our best interests. Our Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751).
 
Our officers and directors are accountable to us as fiduciaries, which means they are required to exercise good faith and fairness in all dealings affecting RumbleOn. In the event a stockholder believes the officers or directors have violated their fiduciary duties, the stockholder may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the stockholder’s rights, including rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by management. Stockholders who have suffered losses in connection with the purchase or sale of their interest in RumbleOn in connection with such sale or purchase, including the misapplication by any such officer or director of proceeds from a sale of securities may be able to recover such losses from us.
 
At present, there is no pending litigation or proceeding involving any of our directors or officers in which indemnification or advancement is sought. We are not aware of any threatened litigation that may result in claims for advancement or indemnification.
 
We have been advised that in the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and other persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than payment of expenses incurred or paid by a director or officer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or other person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
  
II-2Item 16.     Exhibits.
 
Exhibit NumberExhibit Description
3.1
Articles of Incorporation filed on October 24, 2013 (Incorporated by reference to Exhibit 3(i)(a) in the Company’s Registration Statement on Form S-1/A, filed on March 20, 2014). 
3.2
Certificate of Amendment to Articles of Incorporation, filed on February 13, 2017 (Incorporated by reference to Exhibit 3.3 in the Company’s Annual Report on Form 10-K, filed on February 14, 2017). 
3.3
Certificate of Amendment to Articles of Incorporation, filed on June 25, 2018. (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed on June 28, 2018). 
3.4
Certificate of Designation for the Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed on October 31, 2018). 
3.5
By-Laws, as Amended (Incorporated by reference to Exhibit 3.2 in the Company’s Annual Report on Form 10-K, filed on February 14, 2017). 
3.6
Certificate of Change. (Incorporated by reference to Exhibit 3.1 in the Company's Current Report on Form 8-K, filed on May 19, 2020).
4.1 
Indenture, dated January 14, 2020, between the Company and Wilmington Trust, N.A. (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed on January 16, 2020). 
4.2Form 6.75% Convertible Senior Note due 2025 (incorporated by reference to Exhibit A of Exhibit 4.1)
4.3
Form of Registration Rights Agreement, dated January 14, 2020. (Incorporated by reference to Exhibit 4.3 in the Company’s Current Report on Form 8-K, filed on January 16, 2020)
5.1Opinion of Akerman LLP.*
5.2Opinion of Snell & Wilmer L.L.P.*
10.1
Form of Note Exchange & Subscription Agreement, dated January 10, 2020 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed on January 16, 2020)
23.1
Consent of Grant Thornton LLP**
23.2
Consent of Scharf Pera & Co., PLLC**
23.3Consent of Akerman LLP (included in Exhibit 5.1) *
23.4Consent of Snell & Wilmer L.L.P. (included with Exhibit 5.2)*
24.1
Power of Attorney (included on signature page of the Form S-1 Registration Statement (Commission File No.: 333-239285) previously filed with the SEC on June 19, 2020. *
* Previously filed.
** Filed herewith.
 

 
ITEM 16.EXHIBITS

  Incorporation by Reference 
ExhibitNumberDescriptionFormFile NumberExhibit NumberFiling DateFiled Herewith
1.1Form of Underwriting Agreement for Common Stock*     
1.2Form of Underwriting Agreement for Preferred Stock*     
1.3Form of Underwriting Agreement for Units*     
1.4Form for Underwriting Agreement for Senior and Subordinated Debt Securities*     
3.1
Articles of IncorporationS-1333-1935233(i)(a)3/20/2014 
3.2
Certificate of Amendment to Certificate of Incorporation dated February 13, 2017
10-K000-551823.32/14/2017 
3.3
Certificate of Amendment to Articles of Incorporation, filed on June 25, 2018.  
8-K 001-38248
3.1
6/28/2018
 
3.4
Certificate of Designation for the Series B Preferred Stock
8-K 001-38248
3.1
10/312018
 
3.5
Restated Bylaws, as amended10-K000-551823.22/14/2017 
4.1
Specimen Common Stock CertificateS-1333-2203084.49/27/2017 
4.2
Form of Senior Debt Indenture     X
4.3
Form of Subordinated Debt Indenture     X
4.4Form of Senior Debt Security*     
4.5Form of Subordinated Debt Security*     
4.6Form of Certificate of Designations Creating New Series of Preferred Stock*     
4.7Form of Specimen Preferred Stock Certificate*     
4.8Form of Common Stock Warrant Agreement and Warrant Certificate*     
4.9Form of Preferred Stock Warrant Agreement and Warrant Certificate*     
4.10Form of Debt Securities Warrant Agreement and Warrant Certificate*     
4.11Form of Unit Agreement*     
5.1
Opinion of Akerman LLP
    X
12.1Statement of Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends*      
23.1Consent of Akerman LLP (contained in Exhibit 5.1)    X
23.2
Consent of Scharf Pera & Co., PLLC.    X
23.3Consent of Henderson, Hutcherson & McCullough, PLLC.    X
23.4
Consent of Henderson, Hutcherson & McCullough, PLLC.    X
24.1Power of Attorney (included with signature page on this Form S-3)
    X
25.1Statement of Eligibility of Trustee under the Senior Debt Indenture#     
25.2Statement of Eligibility of Trustee under the Subordinated Debt Indenture#     
____________
*If applicable, to be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
#To be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
II-3
ITEM 17.UNDERTAKINGS
Item 17.    Undertakings.
 
The undersigned registrant hereby undertakes:
 
(a)(1)  
To file, during any period in which offers or sales are being made, a post-effectivepost–effective amendment to this registration statement:
 
(i)             
(i) To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;
 
(ii)  
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation“Calculation of Registration fee”Fee” table in the effective registration statement; and
 
(iii)  
To include any material information with respect to the plan of distribution not previously disclosed in thethis registration statement or any material change to such information in the registration statement;
  
provided,
Provided, however, that that:
paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) shallof this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effectivepost–effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrantregistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
(2)  
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effectivepost–effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)  
To remove from registration by means of a post-effectivepost–effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4)  
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Eachpurchaser, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933430A, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectusit is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-4
date of first use.
 
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6)(b)         That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’splan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(8) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(9) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
(c)          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, orand controlling persons of the Registrantregistrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer, or controlling person of the Registrantregistrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
  
II-5

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Coppell,Irving, State of Texas, on this 25th26th day of October, 2019.June, 2020.
  
 RUMBLEON, INC.
  
  
 
By:  /s/
/s/ Marshall ChersrownChesrown
 Marshall Chesrown
 Chief Executive Officer and Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marshall Chesrown and Steven R. Berrard and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
  
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature Title Date
     
/s/ Marshall Chesrown
 Chief Executive Officer and Chairman 
/s/ Marshall Chesrown
Chairman of the Board of Directors andOctober 25, 2019
June 26, 2020
Marshall Chesrown 
Chief (Principal Executive Officer
(Principal Executive Officer)
  
     
/s/ Steven R. Berrard
 Director and Chief Financial Officer and Director October 25, 2019June 26, 2020
Steven R. Berrard (Principal
 (Principal Financial Officer and Principal Accounting Officer)
  
     
/s/ Denmar Dixon
 *		 Director October 25, 2019June 26, 2020
Denmar Dixon    
     
/s/ Richard A. Gray, Jr. * Director October 25, 2019June 26, 2020
Richard A. Gray, Jr.    
     
/s/ Kartik Kakarala
 *		 Director October 25, 2019June 26, 2020
Kartik Kakarala    
     
/s/ Kevin Westfall 
*		 Director October 25, 2019June 26, 2020
Michael Marchlik
 *DirectorJune 26, 2020
Kevin Westfall    
 
* By:
/s/ Steven R. Berrard
Steven R. Berrard
Attorney-In-Fact

 

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