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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 15, 2024, by and among Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5. In the event only one Purchaser is listed in Schedule 1 hereto, any references in this Agreement to the “Purchasers” shall be deemed to refer to the sole Purchaser in the singular form listed on such Schedule 1.
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”).
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature on the signature page hereof (the “Effective Date”), by and between LD Real Estate, LLC, a Delaware limited liability company and Lazydays Land of Phoenix, LLC, a Delaware limited liability company (collectively, “Seller”) and FRHP Lincolnshire, LLC, a Minnesota limited liability company (“Purchaser”).
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”).
Re: First Amendment to Limited WaiverLazydays Holdings, Inc. • November 18th, 2024 • Retail-auto dealers & gasoline stations
Reference is made to (i) that certain Second Amended and Restated Credit Agreement, dated as of February 21, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among LDRV Holdings Corp., a Delaware corporation (the “Borrower Representative”), the Loan Parties party thereto, the lenders from time to time party thereto (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, and (ii) that certain letter agreement, dated July 30, 2024 (as in effect immediately prior to any amendments thereto effected hereby, the “Limited Waiver”), by and among the Borrowers, the Guarantors, the Lenders party thereto, and the Administrative Agent. Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined herein shall have the respective meanings given to them in the Credit
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
Re: Second Amendment to Limited WaiverLazydays Holdings, Inc. • November 18th, 2024 • Retail-auto dealers & gasoline stations
Reference is made to (i) that certain Second Amended and Restated Credit Agreement, dated as of February 21, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among LDRV Holdings Corp., a Delaware corporation (the “Borrower Representative”), the Loan Parties party thereto, the lenders from time to time party thereto (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, and (ii) that certain letter agreement, dated July 30, 2024 (as amended on August 30, 2024, the “Limited Waiver”), by and among the Borrowers, the Guarantors, the Lenders party thereto, and the Administrative Agent. Capitalized terms used in this letter agreement (this “Agreement”) and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement or the Limited Waiver, as applica
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 15, 2024, between Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
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:
LIMITED WAIVER AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENTCredit Agreement • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations
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
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”) is dated as of November 15, 2024, by and between Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and the holder listed on the signature page hereto (the “Holder”).
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”).
ContractLazydays Holdings, Inc. • November 18th, 2024 • Retail-auto dealers & gasoline stations
Reference is made to that certain Loan Agreement dated as of December 29, 2023, between Coliseum Holdings I, LLC, a Delaware limited liability company (“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 (individually and collectively as the context may require, “Borrower”), as amended by that certain First Amendment to Loan Agreement, dated as of May 15, 2024 (collectively, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). Any term capitalized but not defined in this letter (this “Letter”) shall have the meaning ascribed to it in the Loan Agreement.
Coliseum Holdings I, LLCLazydays Holdings, Inc. • November 18th, 2024 • Retail-auto dealers & gasoline stations
Reference is made to that certain Loan Agreement dated as of December 29, 2023, between Coliseum Holdings I, LLC, a Delaware limited liability company (“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 (individually and collectively as the context may require, “Borrower”), as amended by that certain First Amendment to Loan Agreement, dated as of May 15, 2024 (collectively, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). Any term capitalized but not defined in this letter (this “Letter”) shall have the meaning ascribed to it in the Loan Agreement.
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
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 18th, 2024 • Lazydays Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated November 15, 2024 (the “Effective Date”), is made and entered into by and among Foley RV Centers, LLC, a Minnesota limited liability company, Camping World RV Sales, LLC, a Minnesota limited liability company, Olinger RV Centers, LLC, a Minnesota limited liability company, Arizona RV Centers, LLC, a Minnesota limited liability company, and Shipp’s RV Centers, LLC, a Minnesota limited liability company (collectively, “Buyers”, and each a “Buyer”), solely for purposes of Section 6.10, CWGS Ventures, LLC, a Delaware limited liability company (“CW Investor”), Lazydays RV of Surprise, LLC, a Delaware limited liability company, Lazydays RV of Wisconsin, LLC, a Delaware limited liability company, LDRV of Nashville, LLC, a Delaware limited liability company, Lazydays RV of Elkhart, LLC, a Delaware limited liability company, Lazydays RV of Iowa, LLC, a Delaware limited liability company, and Lazydays RV of Oregon, LLC, a Delaware limited l
Re: Limited Waiver with Respect to Credit AgreementLazydays Holdings, Inc. • November 18th, 2024 • Retail-auto dealers & gasoline stations
Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of February 21, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among LDRV Holdings Corp., a Delaware corporation (the “Borrower Representative”), the Loan Parties party thereto, the lenders from time to time party thereto (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. Capitalized terms used in this letter agreement (this “Waiver”) and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
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.
