COLLATERAL ASSIGNMENT OF STOCK PURCHASE AGREEMENT Dated as of May 14, 2004 Made By RV ACQUISITION INC. (“Assignor”) - in favor of - WELLS FARGO FOOTHILL, INC., (“Assignee”) THIS INSTRUMENT WAS PREPARED BY: Schulte Roth & Zabel LLP New York, New York 10022Collateral Assignment of Stock Purchase Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc.
WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of April 27, 2004 (the “Purchase Agreement”), by and among LD Holdings, Inc., a Delaware corporation (“Holdings”), Lazy Days’ R.V. Center, Inc., a Florida corporation and wholly owned subsidiary of Holdings (“Lazy Days”), the Employee Stock Ownership Plan And Trust For The Employees Of Lazy Days (“ESOP”), acting through James L. Farnsworth as the directed trustee of the ESOP (the “Trustee”), the other stockholders of Holdings listed on the signature pages thereto (each a “Seller” and collectively, the “Sellers”), Oakridge Consulting, solely as agent for the Sellers (the “Sellers’ Representative”), and the Assignor, as buyer, the Assignor has agreed to purchase from the ESOP and the Sellers the Shares (as such term is defined in the Purchase Agreement);
