Coliseum Capital Management, LLC - 15 Nov 2024 Form 4 Insider Report for Lazydays Holdings, Inc. (GORV)

Footnote F1

On November 15, 2024, CCP (as defined below) and the Separate Account (as defined below) entered into a Securites Purchase Agreement with the Issuer, for the sale and issuance of 10,992,330 shares of Common Stock to CCP and 3,640,776 shares of Common Stock to Blackwell, in each case, at a price per share of $1.03 (the "PIPE Shares").

Footnote F2

Takes into account the forfeiture of 8,654 restricted stock units in connection with Mr. Shackelton's departure from the board of directors of the Issuer on June 9, 2024.

Footnote F3

The shares of Common Stock reported herein are held directly by (i) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (ii) a separate account investment advisory client of CCM (the "Separate Account").

Footnote F4

Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

Footnote F5

On November 15, 2024, the Issuer entered into Preferred Stock Exchange Agreements (the "Exchange Agreements") with CCP and the Separate Account as well as certain other holders of Preferred Stock. Pursuant to the applicable Exchange Agreements, CCP and the Separate Account agreed to exchange 500,000 shares of Preferred Stock for 55,407,455 shares of Common Stock (the "Exchange Shares"), eliminating the current accrued liquidation preference of the Preferred Stock with respect to such shares of Preferred Stock and annual dividend with respect to such sharees.

Footnote F6

CCP and the Separate Account exchanged an aggregate of 125,000 shares of Preferred Stock for 13,851,864 Exchange Shares on November 15, 2024. CCP and the Separate Account's remaining 375,000 shares of Preferred Stock will automatically be exchanged for 41,555,591 Exchange Shares and issued when the Issuer files an amendment to its Certificate of Incorporation to increase the authorized number of shares of Common Stock necessary to accommodate the exchange of the full amount of the Preferred Stock to Common Stock (the "Charter Amendment"). The necessary stockholders approved the Charter Amendment by written consent on November 15, 2024, and the Charter Amendment will be filed as soon as permitted after the filing of an information statement and required waiting period pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, there are no material conditions to the issuance of the remaining 41,555,591 Exchange Shares.

Footnote F7

The sale of 500,000 Preferred Stock in exchange for 55,407,455 Exchange Shares and the purchase of the PIPE Shares took place concurrently. Pursuant to Rule 16b-6(c)(2) of the Exchange Act, there is no profit with respect to such transactions.

Footnote F8

Following the transactions reported herein, CCP directly owned 57,144,660 shares of Common Stock, and the Separate Account directly owned 19,348,324 shares of Common Stock.

Footnote F9

The Preferred Stock is convertible at the holder's election at any time in whole or in part and has no expiration date.

Footnote F10

All Preferred Stock held by CCP and the Separate Account was sold pursuant to an Exchange Agreement on November 15, 2024.