Mark A. Cohen - 12 Dec 2024 Form 4 Insider Report for RumbleOn, Inc. (RMBL)

Footnote F1

Represents the number of shares of Class B Common Stock of the issuer that SH Capital Partners, L.P. ("Partners") purchased in the issuer's rights offering (the "Rights Offering") pursuant to the exercise of its subscription rights. The shares of Class B Common Stock subscribed for by Partners are expected to be formally issued by the issuer on or about December 17, 2024. The results of the issuer's Rights Offering are preliminary and subject to change pending finalization of subscription procedures by the subscription agent.

Footnote F2

Partners exercised only a portion of its subscription rights under the Rights Offering because Stone House Capital Management, LLC ("Stone House") has agreed to purchase all of the remaining shares of Class B Common Stock of the issuer that are unsubscribed as of the expiration of the Rights Offering, including any shares of Class B Common Stock left unsubscribed by third parties, pursuant to a backstop private placement of the issuer.

Footnote F3

The effective purchase price of the shares of Class B Common Stock of the issuer underlying the subscription rights issued in connection with the Rights Offering was $4.18 per share.

Footnote F4

The issuer issued one subscription right for each share of Class B Common Stock owned by Partners as of the close of business on November 25, 2024, the record date of the Rights Offering. Each subscription right issued to Partners is exercisable for 0.0677 shares of the Class B Common Stock of the issuer. The number of shares of Class B Common Stock of the issuer reported in Column 7 is rounded down to the nearest whole number. The subscription rights are only exercisable for whole shares of Class B Common Stock of the issuer.

Footnote F5

This statement is jointly filed by and on behalf of each of Stone House, Partners and Mark Cohen. Partners is the record and direct beneficial owner of the securities covered by this statement. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House.

Footnote F6

Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

Footnote F7

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

Footnote F8

Represents 28,531 restricted stock units ("RSUs") awarded to Mark Cohen on August 9, 2024, which have not yet vested. The RSUs are currently held in an account by Mr. Cohen for the benefit of Partners and upon the applicable vesting date, the shares of Class B Common Stock are intended to be transferred to Partners.