Common use of Purchase and Sale of Securities; the Closing Clause in Contracts

Purchase and Sale of Securities; the Closing. In reliance upon the representations of the Company contained in Section 1.2 and the representations of the Purchaser contained in Section 1.3, and subject to the terms and conditions described herein, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company 15,000 shares of Series AA-2 Preferred, (the "Shares"); and (ii) warrants (the "Warrants") to purchase up to 750,000 shares of Common Stock at an exercise price per share equal to $.50 and upon other terms as provided in the form attached hereto as Exhibit A. (The Shares, the Warrants and the Common Stock underlying the Shares and the Warrants are referred to herein collectively as the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting of 100 Shares and Warrants to purchase 5,000 shares of Common Stock). The Securities shall be sold to the Purchaser in consideration of the payment by the Purchaser to the Company of $10,000 per Unit (the "Purchase Price") for an aggregate of $1,500,000 for 150 Units. The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 Preferred Stock in the form attached hereto as Exhibit B (the "Certificate"). The purchase and sale of the Securities shall take place contemporaneous with the execution of this Agreement (the "Closing") on the date hereof (the "Closing Date"), at the offices of Holiday RV Superstores, Inc. in Ft. Lauderdale, Florida, or at such other place as Purchaser and the Company may mutually agree. On or prior to the Closing Date, the Purchaser purchasing Securities at the Closing will deliver to the Company immediately available funds or by check in the amount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writing. On the Closing Date, the Company will deliver to each Purchaser an executed Warrant, certificates representing the Shares in proper legal form and counterpart copies of the other documents, certificates and legal opinion contemplated by Section 2. If, by May 3, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchaser shall have such registration rights as are set forth in the form of Registration Rights Agreement attached hereto as Exhibit C (the "Registration Rights Agreement").

Purchase and Sale of Securities; the Closing. In reliance upon the representations of the Company contained in Section 1.2 and the representations of the Purchaser contained in Section 1.3, hereof and subject to the terms and conditions described set forth herein, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company Company: (i) the Debenture in the form attached hereto as Exhibit A in the original principal amount of US $1,000,000; (ii) 15,000 shares of Series AA-2 Preferred, Common Stock (the "Shares"); and (iiiii) warrants (the "Warrants") a Warrant to purchase up to 750,000 22,500 shares of Common Stock at an exercise price $12.00 per share equal to $.50 and upon other terms as provided in the form attached hereto as Exhibit A. B. (The Debenture, the Shares, the Warrants Warrant and the Common Stock underlying the Shares Debenture and the Warrants Warrant are referred to herein collectively as the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting of 100 Shares and Warrants to purchase 5,000 shares of Common Stock). The Securities shall be sold to the Purchaser in consideration of the payment by the Purchaser to the Company of $10,000 per Unit One Million United States Dollars (US$1,000,000) (the "Purchase Price") for an aggregate ). The Debenture shall have a conversion price of $1,500,000 for 150 Units5.00 per share; provided that the Debenture shall not be convertible prior to its Maturity Date (as defined in the Debenture). The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 Preferred Stock in the form attached hereto as Exhibit B closing (the "CertificateClosing"). The ) of the purchase and sale of the Securities shall take place contemporaneous with the execution be held as of this Agreement (the "Closing") 10:00 a.m., Los Angeles time on the date hereof February 7, 2000 (the "Closing Date"), at the principal executive offices of Holiday RV Superstores, Inc. in Ft. Lauderdale, Florida, the Company or at such other time or place or on such other date as Purchaser and the Company parties hereto may mutually agree. On or prior to the Closing Date, the Purchaser purchasing Securities at the Closing will deliver to the Company immediately available funds or by check in the amount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writing. On the Closing Date, the Company will deliver to each the Purchaser an executed WarrantDebenture, an executed Warrant and certificates representing the Shares in proper legal form and counterpart copies form. The Company will file a registration statement (the "Registration Statement") under the Act covering: (i) the shares of Common Stock issuable upon conversion of the other documentsDebenture; (ii) the shares of Common Stock issuable upon conversion of the Warrant; and (iii) the Shares as promptly as practicable after the Closing Date and will use its best efforts to cause such registration statement to be declared effective by the SEC no later than September 14, certificates and legal opinion contemplated by Section 2. If, by May 3, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied2000. The Purchaser shall have such registration rights as are set forth in the form of Registration Rights Agreement is attached hereto as Exhibit C (the "Registration Rights Agreement").C.

Purchase and Sale of Securities; the Closing. In reliance upon The Company shall sell to the representations of the Company contained in Section 1.2 and the representations of the Purchaser contained in Section 1.3Purchasers and, and subject to the terms and conditions described hereinhereof, the Company shall sell to the Purchaser and the Purchaser Purchasers shall purchase from the Company 15,000 shares (a) Notes in an aggregate principal amount of Series AA-2 Preferred, (the "Shares"); $3,000,000 and (iib) warrants (the "Warrants") Warrants to purchase up an aggregate of 475,000 Stock Units, at a combined purchase price equal to 750,000 shares 100% of Common Stock at an exercise price per share the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is equal to $.50 0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and upon other terms as provided in the form attached hereto as Exhibit A. (The SharesCompany agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the Warrants proper rate of discount for determining the Notes' value is 11.5% and the Common Stock underlying the Shares Purchasers and each subsequent Holder and the Warrants are referred Company agree to herein collectively as report payments of interest on the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting Notes consistent with this determination of 100 Shares and Warrants to purchase 5,000 shares of Common Stock)value. The Securities shall be sold to the Purchaser in consideration of the payment by the Purchaser to the Company of $10,000 per Unit (the "Purchase Price") for an aggregate of $1,500,000 for 150 Units. The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 Preferred Stock in the form attached hereto as Exhibit B (the "Certificate"). The purchase and sale of the Securities shall take place contemporaneous with the execution of this Agreement closing (the "Closing") of such purchase of the Securities shall be held at 7:00 a.m., Los Angeles time, on the date hereof May 6, 1997 (the "Closing Date"), at the offices office of Holiday RV SuperstoresMilbank, Inc. in Ft. LauderdaleTweed, FloridaXxxxxx & XxXxxx, Los Angeles, or at such other time or place as Purchaser and the Company parties hereto may mutually agree. On or prior to ; provided, however, that if the Closing DateDate shall not have occurred within ten (10) Business Days after the date hereof, the Purchaser purchasing Securities at Purchasers' obligation to purchase and pay for the Closing will deliver to Notes hereunder shall be terminated and the Company immediately available funds Purchasers shall have no liability or by check in the amount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writingfurther obligations hereunder. On the Closing Date, the Company will shall deliver to each Purchaser an executed Warrant, one or more certificates representing the Shares Notes and Warrants, registered in proper legal form such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and counterpart copies one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the other documents, certificates and legal opinion contemplated by Section 2. If, by May 3, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchaser shall have such registration rights as are set forth in the form of Registration Rights Agreement attached hereto as Exhibit C (the "Registration Rights Agreement")purchase price.

Purchase and Sale of Securities; the Closing. In reliance upon The -------------------------------------------- Company shall sell to the representations of the Company contained in Section 1.2 and the representations of the Purchaser contained in Section 1.3Purchasers and, and subject to the terms and conditions described hereinhereof, the Company shall sell to the Purchaser and the Purchaser Purchasers shall purchase from the Company 15,000 shares (a) Notes in an aggregate principal amount of Series AA-2 Preferred, (the "Shares"); $3,000,000 and (iib) warrants (the "Warrants") Warrants to purchase up an aggregate of 475,000 Stock Units, at a combined purchase price equal to 750,000 shares 100% of Common Stock at an exercise price per share the aggregate principal amount of the Notes. The Purchasers and the Company agree and acknowledge that the value of the Warrants is equal to $.50 0.74 per Stock Unit covered thereby on the Closing Date. The Purchasers and upon other terms as provided in the form attached hereto as Exhibit A. (The SharesCompany agree and acknowledge that for purposes of determining whether there is any original issue discount on the Notes, the Warrants proper rate of discount for determining the Notes' value is 11.5% and the Common Stock underlying the Shares Purchasers and each subsequent Holder and the Warrants are referred Company agree to herein collectively as report payments of interest on the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting Notes consistent with this determination of 100 Shares and Warrants to purchase 5,000 shares of Common Stock)value. The Securities shall be sold to the Purchaser in consideration of the payment by the Purchaser to the Company of $10,000 per Unit (the "Purchase Price") for an aggregate of $1,500,000 for 150 Units. The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 Preferred Stock in the form attached hereto as Exhibit B (the "Certificate"). The purchase and sale of the Securities shall take place contemporaneous with the execution of this Agreement closing (the "Closing") of such purchase of the Securities shall ------- be held at 7:00 a.m., Los Angeles time, on the date hereof May 6, 1997 (the "Closing Date"), ------------ at the offices office of Holiday RV SuperstoresMilbank, Inc. in Ft. LauderdaleTweed, FloridaXxxxxx & XxXxxx, Los Angeles, or at such other time or place as Purchaser and the Company parties hereto may mutually agree. On or prior to ; provided, however, that if the Closing DateDate shall not have occurred within ten (10) Business Days after the date hereof, the Purchaser purchasing Securities at Purchasers' obligation to purchase and pay for the Closing will deliver to Notes hereunder shall be terminated and the Company immediately available funds Purchasers shall have no liability or by check in the amount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writingfurther obligations hereunder. On the Closing Date, the Company will shall deliver to each Purchaser an executed Warrant, one or more certificates representing the Shares Notes and Warrants, registered in proper legal form such Purchaser's name or in the name of such Purchaser's nominee in any denominations, all as such Purchaser may specify by notice delivered to the Company at least two days prior to the Closing Date (or, in the absence of such notice, one certificate representing the Notes and counterpart copies one certificate representing the Warrants, registered in such Purchaser's name), duly executed and dated the Closing Date, against each Purchaser's delivery to the Company of immediately available funds in the amount of the other documents, certificates and legal opinion contemplated by Section 2. If, by May 3, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchaser shall have such registration rights as are set forth in the form of Registration Rights Agreement attached hereto as Exhibit C (the "Registration Rights Agreement")purchase price.

Purchase and Sale of Securities; the Closing. In reliance upon the representations of the Company contained in Section 1.2 and the representations of the Purchaser Purchasers contained in Section 1.3, and subject to the terms and conditions described herein, the Company shall sell to the Purchaser Purchasers and the Purchaser Purchasers shall purchase from the Company Company: (i) a minimum of 15,000 up to a maximum of 35,000 shares of Series AA-2 A Preferred, par value $.01 per share, (the "Shares"); and (ii) warrants (the "Warrants") to purchase up to 750,000 1,750,000 shares of Common Stock at an exercise price per share equal to $.50 and upon other terms as provided in the form attached hereto as Exhibit A. (The Shares, the Warrants and the Common Stock underlying the Shares and the Warrants are referred to herein collectively as the "Securities." The Shares and Warrants shall be sold and purchased as a unit (a "Unit") consisting of 100 Shares and Warrants to purchase 5,000 shares of Common Stock). The Securities shall be sold to the Purchaser Purchasers in consideration of the payment by the Purchaser Purchasers to the Company of $10,000 per Unit (the "Purchase Price") for an aggregate of up to $1,500,000 for 150 Units3,500,000 if all of the Units are sold. The Shares shall have the rights and preferences, conversion and voting rights and other terms and conditions as provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 A Preferred Stock in the form attached hereto as Exhibit B (the "Certificate"). The purchase and sale of the Securities shall take place contemporaneous with the execution of this Agreement at a closing or closings (each a "Closing" and collectively the "ClosingClosings") on the date hereof January __, 2002 (each a "Closing Date" and collectively the "Closing DateDates"), at the offices of Holiday RV Superstores, Inc. in Ft. Lauderdale, Florida, or at such other place or on such other date or dates on or before January 15, 2002 as each respective Purchaser and the Company may mutually agree. On or prior to the Closing Date, the Purchaser Purchasers purchasing Securities at the such Closing will deliver to the Company immediately available funds or by check in the amount of the Purchase Price by wire transfer to such Company escrow account as is designated by the Company in writing. writing pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit C. On the Closing Date, the Company will deliver to each Purchaser an executed Warrant, certificates representing the Shares in proper legal form and counterpart copies of the other documents, certificates and legal opinion contemplated by Section 2. At each Closing the Purchasers will be issued a pro rata number of shares of Sub-Series A-1 Convertible Preferred Stock and Sub-Series A-2 Preferred Stock based on the maximum number of Shares being offered by the Company and the requirement that only such number of shares of Sub- Series A-1 Convertible Preferred Stock (the "Maximum Number") as would be convertible into 1,761,400 shares of Common Stock (which represents approximately 19.9% of the currently outstanding Common Stock) may be issued by the Company in all Closings. If after the final Closing the Company has not issued all of the Shares, the Purchasers purchasing Shares in all the Closings will be entitled to exchange Sub-Series A-2 Preferred Stock for Sub-Series A-1 Convertible Preferred Stock; on a pro rata basis, such that the Maximum Number of shares of Sub-Series A-1 Convertible Preferred Stock are issued. If, by May 3February 28, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchaser Purchasers shall have such registration rights as are set forth in the form of Registration Rights Agreement attached hereto as Exhibit C D (the "Registration Rights Agreement").

Purchase and Sale of Securities; the Closing. In reliance upon the representations of the Company contained in Section SECTION 1.2 and the representations of the Purchaser contained in Section SECTION 1.3, and subject to the terms and conditions described herein, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company 15,000 Company: (i) 6,912,442 shares of Series AA-2 Preferred, A Preferred (the "SharesSHARES"), at a purchase price per share of $4.34; and (ii) warrants (the "Warrants"A) a warrant to purchase up to 750,000 3,456,221 shares of Common Stock at an exercise price per share equal to $.50 2.17, and upon other terms as provided in the form attached hereto as Exhibit A. EXHIBIT A, and (B) a warrant to purchase 3,456,221 shares of Common Stock at an exercise price per share equal to $2.60, and upon other terms as provided in the form attached hereto as EXHIBIT A (the warrants described in this clause (ii), the "WARRANTS"). (The Shares, the Warrants and the Common Stock underlying the Shares and the Warrants are referred to herein collectively as the "Securities." SECURITIES"). The Shares and the Warrants shall be sold and purchased as a unit (a "Unit") consisting of 100 Shares and Warrants to purchase 5,000 shares of Common Stock). The Securities shall be sold to the Purchaser in consideration of the payment by the Purchaser to the Company of $10,000 per Unit Thirty Million United States Dollars (US$30,000,000) (the "Purchase PricePURCHASE PRICE") for an aggregate of $1,500,000 for 150 Units). The Shares shall have the rights and preferences, be convertible into Common Stock at an initial conversion and voting rights and other terms and conditions ratio of two shares of Common Stock for each Share (as further provided in the Certificate of Designation, Rights and Preferences of the Series AA-2 A Convertible Preferred Stock in the form attached hereto as Exhibit EXHIBIT B (the "CertificateCERTIFICATE")). The closing (the "CLOSING") of the purchase and sale of the Securities shall take place contemporaneous with the execution be held as of this Agreement 10:00 a.m., local time on February 20, 2002 (the "Closing") on the date hereof (the "Closing DateCLOSING DATE"), at the Los Angeles offices of Holiday RV SuperstoresXxxxxx & Xxxxxx, Inc. in Ft. Lauderdale, Floridacounsel to the Purchaser, or at such other time or place or on such other date as Purchaser and the Company parties hereto may mutually agree. On or prior to the Closing Date, the Purchaser purchasing Securities at the Closing will deliver to the Company immediately available funds or by check in the amount of the Purchase Price by wire transfer to such Company account as is designated by the Company in writing. On the Closing Date, the Company will deliver to each the Purchaser an executed WarrantWarrants, certificates representing the Shares in proper legal form and counterpart copies of the other documents, certificates and legal opinion contemplated by Section 2. If, by May 3, 2002, the Company shall have failed to satisfy the Shareholder Approval Requirement, a "Default," as that term is used in the Certificate, shall be deemed to have occurred and such Default shall continue until such Shareholder Approval Requirement shall have been satisfied. The Purchaser shall have such registration rights as are set forth agreement with respect to the Common Stock underlying the Shares and the Warrants in the form of Registration Rights Agreement attached hereto as Exhibit EXHIBIT C (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT").