STANDSTILL AGREEMENTStandstill Agreement • March 9th, 2009 • Coliseum Capital Management, LLC • Household audio & video equipment
COMMON STOCK PURCHASE WARRANT ANDINA II HOLDCO CORP.Security Agreement • March 26th, 2018 • Coliseum Capital Management, LLC • Retail-auto dealers & gasoline stations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•], ITS GENERAL PARTNER or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 15, 2023 (the “Termination Date) but not thereafter, , to subscribe for and purchase from Andina II Holdco Corp., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTSRegistration Rights Agreement • March 9th, 2009 • Coliseum Capital Management, LLC • Household audio & video equipment • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2018 • Coliseum Capital Management, LLC • Retail-auto dealers & gasoline stations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2017, between Andina II Holdco Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2016 • Coliseum Capital Management, LLC • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2016, by and between Universal Technical Institute, Inc., a Delaware corporation (the “Company”) and Coliseum Holdings I, LLC, a Delaware limited liability company (the “Stockholder”). The Company and the Stockholder may be referred to in this Agreement as a “Party,” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 10.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2015 • Coliseum Capital Management, LLC • Truck & bus bodies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made and entered into as of this _24_ day of February, 2015 (the “Effective Date”), by and among Blue Bird Corporation (formerly known as Hennessy Capital Acquisition Corp.), a Delaware corporation (the “Company”), The Traxis Group B.V., a limited liability company existing under the laws of the Netherlands (“Traxis”), The Osterweis Strategic Income Fund (“Investor I”), The Osterweis Strategic Investment Fund (“Investor II”), Overland Relative Value Master Fund LP (“Investor III”), Overland Viceroy Master Fund (“Investor IV”), Coliseum School Bus Holdings, LLC (“Investor V”), Coliseum Capital Partners, L.P. (“Investor VI”), Coliseum Capital Partners II, L.P. (“Investor VII”) and Blackwell Partners LLC – Series A (“Investor VIII”, and together with Investor I, Investor II and Investor III, Investor IV, Investor V, Investor VI and Investor VII, the “Investors”).
BIOSCRIP, INC. WARRANT AGREEMENT DATED AS OF MARCH 9, 2015 WARRANTS TO PURCHASE 3,600,000 SHARES OF COMMON STOCKWarrant Agreement • March 19th, 2015 • Coliseum Capital Management, LLC • Retail-drug stores and proprietary stores • Delaware
WARRANT AGREEMENT, dated as of March 9, 2015, among BioScrip, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, and Blackwell Partners, LLC, Series A, a Georgia limited liability company (collectively and together with each of their respective successors and assigns, the “Purchasers”). Capitalized terms shall have the meaning specified in Section 5.1 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2020 • Coliseum Capital Management, LLC • Retail-auto dealers & gasoline stations • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 18, 2020, by and between B. Luke Weil (“Seller”), and Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”), and Blackwell Partners LLC – Series A, a Delaware limited liability company (“Blackwell” and, together with CCP, “Buyers” and each a “Buyer”).
EXHIBIT A Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • February 10th, 2012 • Coliseum Capital Management, LLC • Pharmaceutical preparations
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
SUBSCRIPTION AGREEMENT FORSubscription Agreement • March 10th, 2015 • Coliseum Capital Management, LLC • Truck & bus bodies • New York
This Subscription Agreement (this “Agreement”), made as of February 18, 2015 by and among Hennessy Capital Acquisition Corp. (the “Company”), The Traxis Group B.V. (“Traxis”), the undersigned subscriber of Preferred Shares (as defined below) under whose name is set forth “Preferred Subscriber” on the signature pages hereto (the “Preferred Subscriber”) and each of the undersigned subscribers of shares of Common Stock (as defined below) under whose name is set forth “Common Subscriber” on the signature pages hereto (each, a “Common Subscriber,” collectively, the “Common Subscribers” and, together with the Preferred Subscriber, the “Subscribers” and each a “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company and the Subscribers:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2018 • Coliseum Capital Management, LLC • Retail-auto dealers & gasoline stations
This Agreement is made pursuant to the Securities Purchase Agreements, dated as of the date hereof, between the Company and the Purchasers signatory to the applicable Securities Purchase Agreement (collectively, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2017 • Coliseum Capital Management, LLC • Truck & bus bodies • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2017 by and between COLISEUM CAPITAL PARTNERS, L.P., a Delaware limited partnership (“CCP”), COLISEUM CAPITAL PARTNERS II, L.P., a Delaware limited partnership (“CCP II”), BLACKWELL PARTNERS, LLC – SERIES A, a Delaware limited liability company (“Blackwell”), and COLISEUM SCHOOL BUS HOLDINGS, LLC, a Delaware limited liability company (“School Bus Holdings” and, together with CCP, CCP II, and Blackwell, the “Sellers” and each, individually, a “Seller”), and BLUE BIRD CORPORATION, a Delaware corporation (the “Company”).
COOPERATION AGREEMENTCooperation Agreement • April 21st, 2023 • Coliseum Capital Management, LLC • Household furniture
This Cooperation Agreement (this “Agreement”), dated as of April 19, 2023, is by and between Coliseum Capital Management, LLC, a Delaware limited liability company (“Coliseum”) and Purple Innovation, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 2(f) and the releases set forth in Section 2(g) of this Agreement, Pano Anthos, Gary DiCamillo, Claudia Hollingsworth, Paul Zepf, Dawn Zier, Coliseum Capital Partners, L.P., Coliseum Capital, LLC, and Coliseum Capital Co-Invest III, L.P.
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • February 18th, 2015 • Coliseum Capital Management, LLC • Retail-family clothing stores
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 28th, 2018 • Coliseum Capital Management, LLC • Services-nursing & personal care facilities
This joint filing agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referenced to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2018 • Coliseum Capital Management, LLC • Hotels & motels • New York
SECURITIES PURCHASE AGREEMENT is made and entered into as of June 15, 2018 by and among COLISEUM CAPITAL PARTNERS, L.P., a Delaware limited partnership (“CCP”) and BLACKWELL PARTNERS, LLC – SERIES A, a Delaware limited liability company (“Blackwell” and, together with CCP, the “Sellers” and each, individually, a “Seller”), and SCOTT R. GROSSMAN (the “Buyer”).
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • March 10th, 2023 • Coliseum Capital Management, LLC • Household audio & video equipment
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • December 22nd, 2021 • Coliseum Capital Management, LLC • Truck & bus bodies
This joint filing agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referenced to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
FORM OF LOCK-UP AGREEMENT Purple Innovation, Inc. Lock-up Agreement March 24, 2022Lock-Up Agreement • March 29th, 2022 • Coliseum Capital Management, LLC • Household furniture
The undersigned, a stockholder, an officer and/or a director of Purple Innovation, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Underwriter, (i) directly or indirectly, offer, pled
Lock-Up AgreementLock-Up Agreement • June 22nd, 2016 • Coliseum Capital Management, LLC • Services-home health care services • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • June 28th, 2016 • Coliseum Capital Management, LLC • Services-educational services
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • February 23rd, 2015 • Coliseum Capital Management, LLC • Transportation services
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Purple Innovation, Inc. Lock-up Agreement September 8, 2020Lock-Up Agreement • September 14th, 2020 • Coliseum Capital Management, LLC • Household furniture
The undersigned, a stockholder, an officer and/or a director of Purple Innovation, Inc., a Delaware corporation (the “Company”), understands that BofA Securities, Inc. (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Stockholder (as defined in the Underwriting Agreement) providing for the public offering (the “Public Offering”) of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter that, during the period beginning on the date hereof and ending on the date that is 60 days from the date of the Underwriting Agreement, the undersigned will not, without the prior writ
REGISTRATION INDEMNIFICATION AGREEMENTRegistration Indemnification Agreement • May 10th, 2018 • Coliseum Capital Management, LLC • Transportation services • New York
This Registration Indemnification Agreement (this “Agreement”) is made and entered into on May 9, 2018, by and among The Providence Service Corporation, a Delaware corporation (the “Company”), and Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, Coliseum Capital Co-Invest, L.P., a Delaware limited liability company, and Blackwell Partners, LLC – Series A, a Delaware limited liability company (each, a “Holder”, and collectively, the “Holders”).
VOTING AGREEMENTVoting Agreement • March 19th, 2019 • Coliseum Capital Management, LLC • Services-home health care services • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2019, by and among HC Group Holdings I, LLC, a Delaware limited liability company (“Omega Parent”), HC Group Holdings II, Inc., a Delaware corporation and wholly-owned subsidiary of Omega Parent (“Omega”), and the undersigned holders (each, a “Holder” and, collectively, the “Holders”) of shares of common stock, par value $0.0001 per share, or other securities of Bioscrip, Inc., a Delaware corporation (“Beta”).
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • September 14th, 2020 • Coliseum Capital Management, LLC • Retail-lumber & other building materials dealers
This joint filing agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referenced to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • March 14th, 2013 • Coliseum Capital Management, LLC • Services-home health care services
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • December 13th, 2024 • Coliseum Capital Management, LLC • Transportation services
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • January 5th, 2016 • Coliseum Capital Management, LLC • Services-educational services
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referenced to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • February 18th, 2015 • Coliseum Capital Management, LLC • Pharmaceutical preparations
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
December 17, 2023 Sent By Email Coliseum Capital Management, LLC Rowayton, Ct, 06853 Attention: Christopher Shackelton, Managing Partner Dear Mr: Shackelton:Letter Agreement • December 27th, 2023 • Coliseum Capital Management, LLC • Apparel & other finishd prods of fabrics & similar matl
This letter agreement sets forth the entire agreement between Coliseum Capital Management, LLC (“Coliseum”) and Gildan Activewear Inc. (“Gildan” or the “Company”) regarding the matters discussed herein (the “Agreement”).
EXHIBIT G AgreementShareholder Agreement • August 17th, 2010 • Coliseum Capital Management, LLC • Retail-eating places • Delaware
This Agreement, dated as of August 16, 2010 (this “Agreement”), is by and among Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Management, LLC, a Delaware limited liability company, Coliseum Capital, LLC, a Delaware limited liability company, Blackwell Partners, LLC, a Georgia limited liability company, Adam Gray and Christopher Shackelton (collectively, the “Coliseum Capital Group”, and each, individually, a “member” of the Coliseum Capital Group) and Benihana Inc. (the “Company”).
Joint Filing Agreement Pursuant to Rule 13d-1Joint Filing Agreement • February 18th, 2015 • Coliseum Capital Management, LLC • Retail-eating & drinking places
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Lock-up AgreementLock-Up Agreement • December 13th, 2017 • Coliseum Capital Management, LLC • Transportation services • New York
SECURITIES PURCHASE AGREEMENT between BIOSCRIP, INC. and THE INVESTORS NAMED HEREIN Dated March 9, 2015Securities Purchase Agreement • March 19th, 2015 • Coliseum Capital Management, LLC • Retail-drug stores and proprietary stores • New York
THIS SECURITIES PURCHASE AGREEMENT dated as of March 9, 2015 (this “Agreement”), by and among BioScrip, Inc., a Delaware corporation (the “Company”), Coliseum Capital Partners, L.P., a Delaware limited partnership, Coliseum Capital Partners II, L.P., a Delaware limited partnership, and Blackwell Partners, LLC, Series A, a Georgia limited liability company (each, an “Investor”) and collectively the “Investors”).
