X0306 4 2020-06-17 0 0001721741 Lazydays Holdings, Inc. LAZY 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 Call Option (right to buy) 7.91 2020-06-17 4 A 0 31000 0.00 A 2025-06-17 Common Stock, par value $0.0001 31000 31000 I See footnote The option reported herein (the "Option") entitles the holder to purchase one share of the Issuer's common stock, par value $0.0001 ("Common Stock"), at a price of $7.91 per share. The Option was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement (the "Agreement") under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Option shall vest in accordance with the following schedule: (i) 33% of the shares underlying the Option vests on June 17, 2021; (ii) 33% of the shares underlying the Option vests on June 17, 2022; and (iii) 34% of the shares underlying the Option vests on June 17, 2023. The Option shall expire on June 17, 2025, which is the fifth anniversary of the grant date, or, if earlier, the date on which the Option is terminated or forfeited in accordance with the provisions of the Agreement. The Common Stock is held directly by (a) 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 (b) a separate account investment advisory client of CCM (the "Separate Account"). 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. Following the transactions reported herein, CCP and the Separate Account directly owned 450,154 and 153,613 shares of Common Stock, respectively. Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, and Gray. Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact 2020-06-19 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact 2020-06-19 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact 2020-06-19 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact 2020-06-19 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact 2020-06-19