LOCK-UP AGREEMENTLock-Up Agreement • March 22nd, 2018 • Wayzata Investment Partners LLC • Retail-auto dealers & gasoline stations • New York
Exchange Agent Agreement (this "Agreement")Wayzata Investment Partners LLC • March 22nd, 2018 • Retail-auto dealers & gasoline stations • New York
Andina II Holdco Corp., a Delaware corporation (the "Company"), hereby requests that you act as Exchange Agent with respect to the surrender of shares of common stock, $0.001 par value per share (the "Old Shares"), of Lazy Days' R.V. Center, Inc., a Delaware corporation ("Lazydays"), in exchange for the right to receive a portion of the Merger Consideration (which consists of cash and Holdco Shares), in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 27, 2017, by and among Andina Acquisition Corp. II ("Andina"), the Company, Andina II Merger Sub Inc. ("Merger Sub"), Lazydays, and, solely for certain purposes set forth in the Merger Agreement, A. Lorne Weil, an individual. The transactions contemplated by the Merger Agreement, which provides for a business combination transaction by means of (i) the merger of Andina with and into the Company, with the Company surviving such merger and becoming a new
Agreement of Joint FilingAgreement of Joint Filing • March 22nd, 2018 • Wayzata Investment Partners LLC • Retail-auto dealers & gasoline stations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.0001 par value per share of Lazydays Holdings, Inc., a Delaware corporation, and that this Agreement of Joint Filing may be included as an exhibit to such joint filing. This Agreement of Joint Filing may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • March 22nd, 2018 • Wayzata Investment Partners LLC • Retail-auto dealers & gasoline stations • New York
INDEMNITY ESCROW AGREEMENT (this "Agreement") dated March 15, 2018 by and among LAZYDAYS HOLDINGS, INC., a Delaware corporation ("Holdco"), WAYZATA OPPORTUNITIES FUND II, L.P., in its capacity as the representative of the Sellers (as defined in the Merger Agreement (as defined below)) (in such capacity, together with its successors and assigns, the "Representative"), B. Luke Weil, acting as the committee representing the interests of Holdco (the "Committee"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as escrow agent (the "Escrow Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2018 • Wayzata Investment Partners LLC • Retail-auto dealers & gasoline stations • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of the 15th day of March, 2018, by and among Lazydays Holdings, Inc., a Delaware corporation (the "Company"), the undersigned parties listed under Investor on the signature pages hereto (each, an "Investor" and collectively, including any Persons (as defined below) who execute a Joinder Agreement (as defined below), the "Investors") and any additional Persons who hereafter become parties hereto by signing a joinder agreement in the form of Exhibit A attached hereto (a "Joinder Agreement").
