SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2017 • Andina II Holdco Corp. • 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 • March 30th, 2018 • Lazydays Holdings, Inc. • 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”).
COMMON STOCK PURCHASE WARRANT ANDINA II HOLDCO CORP.Lazydays Holdings, Inc. • March 30th, 2018 • Retail-auto dealers & gasoline stations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2017 • Andina II Holdco Corp. • 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”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • March 12th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated to be effective as of February 21, 2023, by and between LDRV HOLDINGS CORP., a Delaware corporation (“LDRV”), LAZYDAYS RV AMERICA, LLC, LAZYDAYS RV DISCOUNT, LLC, and LAZYDAYS MILE HI RV, LLC, each a Delaware limited liability company (together with LDRV and each Subsidiary of LDRV identified on the signature pages hereto as a “Borrower”, each a “Borrower” and, collectively, the “Borrowers”), each lender from time to time that is a party hereto (each a “Lender” and collectively, the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent, Swingline Lender and Issuing Bank.
LEASE AGREEMENT between Chambers 3640, LLC as Landlord and Lazydays Mile HI RV, LLC as TenantLease Agreement • January 16th, 2018 • Andina II Holdco Corp. • Retail-auto dealers & gasoline stations • Colorado
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 31st, 2022 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into between Kelly Porter (the “Grantee”) and Lazydays Holdings, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT LAZYDAYS HOLDINGS, INC.Lazydays Holdings, Inc. • May 15th, 2024 • Retail-auto dealers & gasoline stations • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Blackwell Partners LLC – Series A., a Delaware limited liability company, 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 set forth above (the “Initial Issue Date”) and on or prior to 5:00 p.m. (New York City time) on May 15, 2034 (the “Expiration Date”), to subscribe for and purchase from Lazydays Holdings, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.0001 (“Common Stock”). The purchase price of each share of Common Stock under this Warrant shall be equal to the Warrant Price, as defined in Section 2.1.
SECURITY AGREEMENTSecurity Agreement • March 21st, 2018 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the 15th day of March, 2018 by and between LDRV HOLDINGS CORP., a Delaware corporation, LAZYDAYS RV AMERICA, LLC, a Delaware limited liability company, LAZYDAYS RV DISCOUNT, LLC, a Delaware limited liability company and LAZYDAYS MILE HI RV, LLC, a Delaware limited liability company, (collectively, the “Borrowers”), LAZYDAYS HOLDINGS INC., a Delaware corporation, LAZY DAYS’ R.V. CENTER, INC., a Delaware corporation, LAZYDAYS RV AMERICA, LLC, a Delaware limited liability company and LAZYDAYS LAND HOLDINGS, LLC, a Delaware limited liability company (collectively, the “Guarantors”); and MANUFACTURERS AND TRADERS TRUST COMPANY, in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement of even date herewith (as amended, modified, or restated from time to time, the “Credit Agreement”) by and among the Borrowers, the Administrative Agent, the “Lenders” and the “Issuing Bank” that are parties
LAZYDAYS HOLDINGS, INC. Suite 350 Tampa, Florida 33610Letter Agreement • March 1st, 2023 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Florida
This letter agreement (this “Agreement”) contains the terms and conditions of your employment as Chief Financial Officer of Lazydays Holdings, Inc. (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2018 • Lazydays Holdings, Inc. • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Andina II Holdco Corp. • Retail-auto dealers & gasoline stations • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”) by and between MAURA L. BERNEY (“Executive”) and ANDINA II HOLDCO CORP. (to be named LAZYDAYS HOLDINGS, INC.), a Delaware corporation (the “Company”), is made and entered into as of November _, 2017, to be effective as of the Closing (as defined below).
SUBSCRIPTION RIGHTS OFFERING AND INFORMATION AGENT AGREEMENTSubscription Rights Offering and Information Agent Agreement • October 6th, 2023 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this 2nd day of October, 2023 (the “Effective Date”) by and between, Lazydays Holdings, Inc. , organized and existing under the laws of Delaware (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Company having its principal offices in Edgewood, New York (“Broadridge”).
TRANSITION AGREEMENTTransition Agreement • March 1st, 2023 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Florida
This Transition Agreement (this “Agreement”) is entered into between Nicholas Tomashot (the “Employee”) and Lazydays Holdings, Inc., a Delaware corporation, and its subsidiaries (the “Employer”) (the Employer and the Employee may each be referred to individually as a “Party” or collectively as the “Parties”).
WAIVERWaiver • September 12th, 2023 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This WAIVER (this “Waiver”) is made effective as of September 12, 2023, by Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and the holders (the “Holders”) of the Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) listed on the signature page hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Certificate of Designation of Series A Convertible Preferred Stock of the Company, dated March 15, 2018 (the “Certificate of Designation”).
CONSENTConsent • October 12th, 2023 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This CONSENT (this “Consent”) is made effective as of October 12, 2023, by Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and the holders (the “Holders”) of the Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) listed on the signature page hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Certificate of Designation of Series A Convertible Preferred Stock of the Company, dated March 15, 2018 (the “Certificate of Designation”).
GUARANTY AGREEMENTGuaranty Agreement • March 21st, 2018 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This GUARANTY AGREEMENT (this “Guaranty”) is entered into as of March 15, 2018 by the undersigned signatories hereto and such signatories who subsequently join into this Guaranty in accordance with the provisions of Section 16 of this Guaranty (each a “Guarantor” and collectively, the “Guarantors”) in favor of and for the benefit of the “Administrative Agent,” the “Lenders” and the “Swap Providers,” as such terms are defined in a Credit Agreement of even date herewith, as amended, modified, or restated from time to time, the “Credit Agreement,” by and between the Lenders that are parties thereto (the “Lenders”), MANUFACTURERS AND TRADERS TRUST COMPANY, as administrative agent for the Lenders (the “Administrative Agent”), and LDRV HOLDINGS CORP., a Delaware corporation, LAZYDAYS RV AMERICA, LLC, a Delaware limited liability company, LAZYDAYS RV DISCOUNT, LLC, a Delaware limited liability company and LAZYDAYS MILE HI RV, LLC, a Delaware limited liability company (each a “Borrower” and co
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the ___ day of April, 2020 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”); (b) the undersigned lenders (the “Lenders”) which are parties to the “Credit Agreement” (as defined below); (c) LDRV HOLDINGS CORP., a Delaware corporation (“LDRV”), LAZYDAYS RV AMERICA, LLC, LAZYDAYS RV DISCOUNT, LLC, LAZYDA YS MILE HI RV, LLC, LAZYDAYS OF MINNEAPOLIS LLC, LDRV OF TENNESSEE LLC, LAZYDAYS OF CENTRAL FLORIDA, LLC, LONE STAR ACQUISITION LLC (authorized to do business in the State ofTexas as Lone Star Land of Houston, LLC), and LONE STAR DIVERSIFIED, LLC, each a Delaware limited liability company, a (each a “Borrower,” and collectively the “Borrowers”); and (d) LAZYDAYS HOLDINGS, INC., a Delaware corporation (“Pubco Guarantor”), LAZY DAYS’ R.V. CENTER, INC., a Delaware corporation (“Parent Guarantor”
Re: Employment Separation AgreementLazydays Holdings, Inc. • September 16th, 2024 • Retail-auto dealers & gasoline stations • Florida
As you know, you provided Lazydays Holdings, Inc. (the “Company”) written notice of your intent to resign your employment with the Company pursuant to Section 5(a)(vi) of the amended and restated letter agreement dated as of September 6, 2022 between you and the Company (the “Employment Agreement”), and you have resigned as a director of the Company. Each capitalized term used but not defined in this letter has the meaning given to it in the Employment Agreement. This employment separation agreement (this “Agreement”) proposes an agreement to ensure an amicable transition from your employment on the terms outlined below:
Lazydays Holdings, Inc. Tampa, Florida 33610Letter Agreement • September 16th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Florida
This letter agreement (this “Agreement”) contains the terms and conditions of your appointment to the roles of Interim Chief Executive Officer and Director of Lazydays Holdings, Inc. (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 15, 2024, by and among Lazydays Holdings, Inc., a Delaware corporation (including any successor entity thereto, “Company”), and the undersigned parties listed under Investors on the signature page hereto (each an “Investor” and collectively, the “Investors”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 12th, 2018 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the 6th day of December, 2018 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”); (b) the undersigned lender (the “Lender”) which is a party to the “Credit Agreement” (as defined below); and (c) LDRV HOLDINGS CORP., a Delaware corporation, LAZYDAYS RV AMERICA, LLC, LAZYDAYS RV DISCOUNT, LLC, LAZYDAYS MILE HI RV, LLC, and LAZYDAYS OF MINNEAPOLIS LLC, each a Delaware limited liability company (each a “Borrower” and, collectively, the “Borrowers”), and (c) LAZYDAYS HOLDINGS, INC., a Delaware corporation (“Pubco Guarantor”), LAZY DAYS’ R.V. CENTER, INC., a Delaware corporation (“Parent Guarantor”), and LAZYDAYS LAND HOLDINGS, LLC, a Delaware limited liability company (together with Pubco Guarantor and Parent Guarantor, collectively, the “Guarantors”). The Borrowers and the Guarantors are collect
LEASE AGREEMENT BY AND BETWEEN CARS MTI-4 L.P. (as Landlord) AND LDRV HOLDINGS CORP., (as Tenant)Lease Agreement • January 16th, 2018 • Andina II Holdco Corp. • Retail-auto dealers & gasoline stations • Florida
THIS LEASE AGREEMENT (this “Lease”), dated as of December 23, 2015 (the “Effective Date”), by and between CARS MTI-4 L.P., a Delaware limited partnership (“Landlord”), and LDRV HOLDINGS CORP., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • May 15th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT, dated as of May 14, 2024 (this “Amendment”), is made and entered into by and among LDRV HOLDINGS CORP., a Delaware corporation (the “Borrower Representative”), each of the other Loan Parties party hereto, each of the Lenders and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent.
LOAN AGREEMENT Dated as of December 29, 2023 Between collectively, as Borrower and COLISEUM HOLDINGS I, LLC, as LenderLoan Agreement • January 2nd, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS LOAN AGREEMENT, dated as of December 29, 2023 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLISEUM HOLDINGS I, LLC, a Delaware limited liability company, having an address at 105 Rowayton Avenue, Rowayton, Connecticut 06853 (together with its successors and assigns, “Lender”), and LD REAL ESTATE, LLC, LAZYDAYS RV OF OHIO, LLC, AIRSTREAM OF KNOXVILLE AT LAZYDAYS RV, LLC, LONE STAR ACQUISITION LLC, LAZYDAYS LAND OF PHOENIX, LLC, and LAZYDAYS LAND OF CHICAGOLAND, LLC, each a Delaware limited liability company and each having an address at 4042 Park Oaks Blvd, Ste 350, Tampa, Florida 33610 (together with their respective successors and permitted assigns, each, an “Individual Borrower” and, individually and collectively as the context may require, “Borrower”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • May 17th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated to be effective as of February 21, 2023, by and between LDRV HOLDINGS CORP., a Delaware corporation (“LDRV”), Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC, each a Delaware limited liability company (together with LDRV and each Subsidiary of LDRV identified on the signature pages hereto as a “Borrower”, each a “Borrower” and, collectively, the “Borrowers”), each lender from time to time that is a party hereto (each a “Lender” and collectively, the “Lenders”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent, Swingline Lender and Issuing Bank.
ASSET PURCHASE AGREEMENT BYRV, INC. BYRV WASHINGTON, INC.Asset Purchase Agreement • November 5th, 2021 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of this 3rd day of August, 2021, by and among BYRV, INC., a Montana corporation (“BYRV”), BYRV WASHINGTON, INC., a Washington corporation (“BYRV Washington”) (each of BYRV, and BYRV Washington are a “Seller” and together the “Sellers”), Bruce Young (“Young”), Mark Bretz (“Bretz”), Young as the Trustee of the XXXX Revocable Trust (the “Revocable Trust”) and Young as the Trustee of the XXXX Gift Trust (the “Gift Trust” and together with the Revocable Trust, the “Trusts”) (each of Young, Bretz, the Revocable Trust and the Gift Trust are a “Principal” and together the “Principals”), and Lazydays RV of Oregon, LLC, a Delaware limited liability company (“Purchaser”).
WAIVER AND EXERCISE COMMITMENTWaiver and Exercise Commitment • September 12th, 2023 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This WAIVER (this “Waiver”) is made effective as of September 12, 2023, by Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and the holders (the “Holders”) of the Company’s Pre-Funded Common Stock Purchase Warrants issued by the Company on March 15, 2018 (the “Warrants”) listed on the signature page hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Warrants.
Re: Transitional Work and Employment Separation AgreementTransitional Work and Employment Separation Agreement • September 19th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Florida
As you know, you provided Lazydays Holdings, Inc. (the “Company”) written notice of your intent to resign your employment with the Company effective September 13, 2024. Each capitalized term used but not defined in this letter has the meaning given to it in your October 3, 2022 Employment Agreement (the “Employment Agreement”). This Transitional Work and Employment Separation Agreement (this “Agreement”) proposes an agreement to ensure an amicable transition from your employment on the terms outlined below:
THIRD AMENDMENT AND JOINDER TO CREDIT AGREEMENTCredit Agreement • March 20th, 2020 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
THIS THIRD AMENDMENT AND JOINDER TO CREDIT AGREEMENT (“Amendment”) is dated to be effective as of the 6’h day of March, 2020 (“Effective Date”), by and between: (a) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent (“Administrative Agent”); (b) the undersigned lenders (the “Lenders”) which are parties to the “Credit Agreement” (as defined below); (c) LDRV HOLDINGS CORP., a Delaware corporation (“LDRV”), LAZYDAYS RV AMERICA, LLC, LAZYDAYS RV DISCOUNT, LLC, LAZYDAYS MILE HI RV, LLC, LAZYDAYS OF MINNEAPOLIS LLC, LDRV OF TENNESSEE LLC, LAZYDA YS OF CENTRAL FLORIDA, LLC, each a Delaware limited liability company (together with LDRV, each an “Existing Borrower” and, collectively, the “Existing Borrowers”); (d) LONE STAR ACQUISITION LLC, a Delaware limited liability company, authorized to conduct business in the State of Texas as LONE STAR LAND OF HOUSTON, LLC (“Mortgage Loan Borrower”); (e) LONE STAR DIVERSIFIED, LLC, a Delaware limited liabilit
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 15th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of May 15, 2024 (the “First Amendment Date”), is made by and among COLISEUM HOLDINGS I, LLC, a Delaware limited liability company, having an address at 105 Rowayton Avenue, Rowayton, Connecticut 06853 (together with its successors and assigns, “Lender”), and LD REAL ESTATE, LLC, LAZYDAYS RV OF OHIO, LLC, AIRSTREAM OF KNOXVILLE AT LAZYDAYS RV, LLC, LONE STAR ACQUISITION LLC, and LAZYDAYS LAND OF PHOENIX, LLC, each a Delaware limited liability company and each having an address at 4042 Park Oaks Blvd, Suite 350, Tampa, Florida 33610 (together with their respective successors and permitted assigns, each, an “Individual Borrower” and, individually and collectively as the context may require, “Borrower”), LDRV HOLDINGS CORP., a Delaware corporation (“Opco Guarantor”), LAZY DAYS’ R.V. CENTER, INC., a Delaware corporation (“Holdco Guarantor”), and LAZYDAYS HOLDINGS, INC., a Delaware corporation (“Pubco Guarantor” and together
