SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

0

Shared voting power

11,250,382 (1)(2)

Sole dispositive power

0

Shared dispositive power

11,192,660 (1)(2)

0001193125-23-151868.txt : 20230523 0001193125-23-151868.hdr.sgml : 20230523 20230523163700 ACCESSION NUMBER: 0001193125-23-151868 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230523 DATE AS OF CHANGE: 20230523 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lazydays Holdings, Inc. CENTRAL INDEX KEY: 0001721741 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90419 FILM NUMBER: 23949381 BUSINESS ADDRESS: STREET 1: 4042 PARK OAKS BLVD STREET 2: SUITE 350 CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 813-246-4999 MAIL ADDRESS: STREET 1: 4042 PARK OAKS BLVD STREET 2: SUITE 350 CITY: TAMPA STATE: FL ZIP: 33610 FORMER COMPANY: FORMER CONFORMED NAME: Andina II Holdco Corp. DATE OF NAME CHANGE: 20171103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 SC 13D/A 1 d449253dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

LAZYDAYS HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

52110H 100

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 19, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 52110H 100		13D/A		Page 2 of 9


1.		Names of reporting persons. Coliseum Capital Management, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Includes (i) 4,968,944 shares of common stock, par value $0.0001 per share (the “Common Stock”) that could be obtained upon the conversion of 500,000 shares of Series A convertible preferred stock, par value $0.0001 per share (the “Preferred Stock”), at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 57,722 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”)) at the current conversion rate; (iii) 6,186,761 shares of Common Stock; (iv) 2,666 shares of Common Stock issuable upon the exercise of 2,666 options at an exercise price of $23.11 per share of Common Stock (the “2026 Options”); (v) 31,000 shares of Common Stock issuable upon the exercise of 31,000 options at an exercise price of $7.91 per share of Common Stock (the “2025 Options”); and (vi) 3,289 restricted stock units (“RSUs”).

(2)

The shared voting power (and therefore, the beneficial ownership) of the Reporting Person may change based on the accrual of Preferred Dividends and could decrease if (i) the Issuer elects to pay cash for any accrued and unpaid dividends, or (ii) if at the time of conversion or a liquidation event, the Issuer elects to pay cash for the then accrued and unpaid Preferred Dividends, in each case in accordance with the Certificate of Designations.


CUSIP No. 52110H 100		13D/A		Page 3 of 9


1.		Names of reporting persons. Coliseum Capital, LLC
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 42,196 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 5,450,707 shares of Common Stock; (iv) 2,666 shares of Common Stock issuable upon the exercise of the 2026 Options; (v) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options; and (vi) 3,289 RSUs.

(2)


CUSIP No. 52110H 100		13D/A		Page 4 of 9


1.		Names of reporting persons. Coliseum Capital Partners, L.P.
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) WC
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Includes (i) 3,632,407 shares of Common Stock that could be obtained upon the conversion of 365,511 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 42,196 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 5,450,707 shares of Common Stock held directly; (iv) 2,666 shares of Common Stock issuable upon the exercise of the 2026 Options; (v) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options; and (vi) 3,289 RSUs.

(2)


CUSIP No. 52110H 100		13D/A		Page 5 of 9


1.		Names of reporting persons. Adam Gray
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)

Includes (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of Preferred Stock at the current conversion rate; (ii) except for Row 10 (i.e., shared dispositive power), the equivalent of 57,722 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations) at the current conversion rate; (iii) 6,186,761 shares of Common Stock; (iv) 2,666 shares of Common Stock issuable upon the exercise of the 2026 Options; (v) 31,000 shares of Common Stock issuable upon the exercise of the 2025 Options; and (vi) 3,289 RSUs.

(2)


CUSIP No. 52110H 100		13D/A		Page 6 of 9


1.		Names of reporting persons. Christopher Shackelton
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds (see instructions) AF
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization United States

(1)

(2)


CUSIP No. 52110H 100		13D/A		Page 7 of 9

Explanatory Note: This Amendment No. 16 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”) on March 26, 2018, relating to Common Stock of Lazydays Holdings, Inc. (the “Issuer”) (formerly known as Andina II Holdco Corp.), a Delaware corporation, and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on December 17, 2018, by Amendment No. 2 to the Initial 13D filed on December 18, 2019, by Amendment No. 3 to the Initial 13D filed on May 20, 2020, by Amendment No. 4 to the Initial 13D filed on June 19, 2020, by Amendment No. 5 to the Initial 13D filed on August 5, 2020, by Amendment No. 6 to the Initial 13D filed on October 9, 2020, by Amendment No. 7 to the Initial 13D filed on November 27, 2020, by Amendment No. 8 to the Initial 13D filed on December 10, 2021, by Amendment No. 9 to the Initial 13D filed on December 14, 2021, by Amendment No. 10 to the Initial 13D filed on November 9, 2022, by Amendment No. 11 to the Initial 13D filed on November 14, 2022, by Amendment No. 12 to the Initial 13D filed on December 7, 2022, by Amendment No. 13 to the Initial 13D filed on March 2, 2023, by Amendment No. 14 to the Initial 13D filed on March 7, 2023, and by Amendment No. 15 to the Initial 13D filed on March 20, 2023 (“Amendment No. 15”), amends and supplements the items set forth herein.

As used in this statement, the term “Reporting Persons” collectively refers to:

•

Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

•

Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

•

Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

•

Adam Gray (“Gray”); and

•

Christopher Shackelton, a director of the Issuer (“Shackelton”).

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

The source and amount of funds used in purchasing the Common Stock described in Item 5(c) by the Reporting Persons were as follows:


Purchaser	Source of Funds	Amount
CCP	Working Capital	$	8,194,222.40	(1)

(1)	Pursuant to the Securities Purchase Agreement (as defined below), CCP purchased 731,627 shares of Common Stock at a purchase price of $11.20 per share.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

Securities Purchase Agreement

On May 19, 2023, CCP entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Common Pension Fund D (the “Seller”), pursuant to which CCP paid to the Seller $8,194,222.40 in exchange for 731,627 shares of Common Stock at a purchase price of $11.20 per share.


CUSIP No. 52110H 100		13D/A		Page 8 of 9

The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Securities Purchase Agreement, which is filed as Exhibit 7 to this Amendment and is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:


(a)–(b)				The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 13,843,006 shares of Common Stock outstanding as of April 28, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on April 28, 2023.

(c)				Except as set forth in Item 4 hereof, the Reporting Persons have not effected any transactions in the Common Stock in the sixty (60) days preceding the date of this Amendment, or since the last 13D filing, whichever is less.

(d)				Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

The information in Items 4 and 6 hereof is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

CCM is an investment adviser whose clients, including CCP and a separate account investment advisory client of CCM (the “Separate Account”), have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.

The information in Item 4 hereof is incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby supplemented as follows:


Exhibit No.		Description
7*		Securities Purchase Agreement, dated as of May 19, 2023, between Common Pension Fund D and Coliseum Capital Partners, L.P.

*	Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: May 23, 2023


COLISEUM CAPITAL MANAGEMENT, LLC		CHRISTOPHER SHACKELTON

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL, LLC		ADAM GRAY

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact

EX-7 2 d449253dex7.htm EX-7 EX-7

Exhibit 7

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2023, by and between Common Pension Fund D (“Seller’’), and Coliseum Capital Partners, L.P., a Delaware limited partnership (“Buyer”).

WHEREAS:

Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, on the Closing Date (as defined below) upon the terms and conditions stated in this Agreement, an aggregate of seven hundred thirty-one thousand six hundred twenty seven (731,627) shares (the “Securities”) of the common stock, par value $0.0001 per share, of Lazydays Holdings, Inc. (the “Company”).

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Seller and Buyer hereby agree as follows:

SECTION 1.

PURCHASE AND SALE OF SECURITIES

1.1 Purchase and Sale of Securities. Subject to the other terms and conditions of this Agreement (including the satisfaction (or waiver) of the conditions set forth in Section 4), at the Closing (as defined below), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Securities at a purchase price of $11.20 per share for an aggregate purchase price of $8, 194,222.40 (the “Purchase Price’’). All references herein to “dollars” or”$” shall mean the lawful money of the United States of America.

1.2 The Closing Date. The closing of the sale and purchase of the Securities contemplated by Section 1.1 (the “Closing”) shall take place at such date and time as may be agreed to by Seller and Buyer but no later than May 19, 2023 (the “Closing Date”), subject to the terms and conditions of this Agreement (including the satisfaction (or waiver) of all of the conditions set forth in Section 4). The Closing shall occur on the Closing Date at such place as Seller and Buyer may designate in writing.

1.3 Form of Payment and Deliveries. On the Closing Date, (a) Buyer shall pay the Purchase Price for its portion of the Securities to Seller by wire transfer of immediately available funds in accordance with Seller’s written wire instructions, and (b) Seller shall deliver (or cause to be delivered) the Securities to Buyer.

SECTION 2.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants, as of the Closing Date, to Seller that:

2.1 Organization, Authorization; Enforcement; Validity. Buyer is a limited partnership duly formed and validly existing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform its obligations under this Agreement and to purchase the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby, including, without limitation, the purchase of the Securities, have been duly authorized and no further filing, consent, or authorization is required by Buyer or any other person or entity in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, including, without limitation, the purchase of the Securities. This Agreement has been duly executed and delivered by Buyer, and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

2.2 Information; Investment Intent.

(a) Buyer has conducted its own due diligence examination of the Company’s business, financial condition, results of operations, and prospects and has reviewed the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), in each case, to the extent it deems necessary and in a manner sufficient to enable it to evaluate its purchase of the Securities. Buyer understands that its investment in the Securities involves a high degree of risk. Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Buyer further represents that it has relied solely upon the aforementioned examination, review and evaluation and has not relied on any representation or action made or taken by Seller or any of its affiliates or any of its or their officers, directors or representatives in connection with Buyer’s decision to acquire the Securities, other than those expressly set forth in Section 3. Buyer understands and agrees that none of Seller, its affiliates and its and their respective officers, directors and representatives has made any representation or warranty whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Company, or with respect to the value of the Securities.

(b) Buyer is an Accredited Investor as defined in Rule 501(a) under the U.S. Securities Act of 1933 (the “Securities Act”). Buyer is not purchasing its portion of the Securities with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof. Buyer became aware of the offering of Securities by Seller solely by direct contact between itself and Seller or between itself and one or more agents acting on behalf of Seller, with whom it had a pre-existing business relationship. Buyer did not become aware of the offering or the Securities by any other means, including by any form of general advertising or general solicitation.

2.3 Compliance with Other Instruments. Buyer’s execution, delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (a) conflict with or result in any violation of or default under any provision of Buyer’s organizational documents or (b) violate any instrument, judgment, order, writ, decree or contract applicable to Buyer. No governmental approval from a governmental authority or any consent, approval, order or authorization of any third party is required to be obtained or made by or with respect to it in connection with its execution and delivery of this Agreement, or the consummation by Buyer of the transactions contemplated hereby.

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants, as of the Closing Date, to Buyer, that:

3.1 Organization, Authorization; Enforcement; Validity. Seller is a common trust fund established in the State of New Jersey pursuant to N.J.S.A. 52:18A-90.1 and has the requisite power and authority to enter into and perform its obligations under this Agreement and to sell the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities, have been duly authorized and no further filing, consent, or authorization is required by Seller or any other person or entity in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby, including, without limitation, the sale of the Securities. This Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, and except as may be limited by the New Jersey Contractual Liability Act (N.J.S.A 59:13-1 et seq.) and the New Jersey Tort Claims Act (N.J.S.A. 59:1-1 et seq.).

3.2 Title and Registration. As of the Closing Date, Seller is the record and beneficial owner of, and has good, valid and marketable title to, the Securities, free and clear of any and all liens, pledges, charges, security interests, encumbrances, options and other similar adverse claims or rights (collectively, “Liens”), other than restrictions on transfer imposed by applicable securities laws. Upon payment for the Securities in accordance with this Agreement, Seller shall convey to Buyer good and marketable title to the Securities, free and clear of any and all Liens, other than (a) restrictions on transfer imposed by applicable securities laws and (b) any Liens imposed by Buyer. The Securities are not subject to any voting trust agreement or other contract that will apply a Lien to the Securities following the transactions contemplated hereby.

3.3 Compliance with Other Instruments. Seller’s execution, delivery and performance of this Agreement do not, and the consummation of the transactions contemplated hereby will not violate any instrument, judgment, order, writ, decree or contract applicable to Seller. No governmental approval from a governmental authority or any consent, approval, order or authorization of any third party is required to be obtained or made by or with respect to it in connection with its execution and delivery of this Agreement, or the consummation by Seller of the transactions contemplated hereby.

SECTION 4.

CONDITIONS TO CLOSING The obligation of Seller to sell the Securities to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:

(a) Buyer shall have executed and delivered a counterpart signature to this Agreement to Seller.

(b) Buyer shall have delivered to Seller the Purchase Price pursuant to and in accordance with Section 1.3(a).

(c) The Company shall have delivered an opinion of counsel to Continental Stock Transfer & Trust Company, as transfer agent (“Continental’’), reasonably satisfactory to Continental, for the purpose of removing the restrictive legend from the Securities, and such restrictive legend shall have been removed.

(d) The representations and warranties of Buyer herein shall be true and correct in all material respects as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

(e) No provision of any applicable law or regulation and no judgment, injunction order or decree preventing the consummation of transactions contemplated by this Agreement shall be in effect, and no lawsuit shall have been commenced by a governmental authority seeking to effect any of the foregoing.

4.2 The obligation of Buyer to purchase the Securities from Seller at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:

(a) Seller shall have executed and delivered a counterpart signature to this Agreement to Buyer.

(b) Seller shall have delivered the Securities to Buyer.

(c) The Company shall have delivered an opinion of counsel to Continental, reasonably satisfactory to Continental, for the purpose of removing the restrictive legend from the Securities, and such restrictive legend shall have been removed.

(d) The representations and warranties of Seller herein shall be true and correct in all material respects as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date).

SECTION 5.

GOVERNING LAW; MISCELLANEOUS

5.1 Governing Law: Jurisdiction: Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Jersey. Buyer agrees (a) that with respect to any suit, action, claim or proceeding brought against Buyer by the Seller for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, Buyer will submit to the non-exclusive jurisdiction of the appropriate courts of competent jurisdiction of the State of New Jersey, and that such proceeding shall be governed by the procedural rules and laws of the State of New Jersey, without regard to principles of conflicts of law and (b) that any suit, action, claim or proceeding that is brought by Buyer against Seller shall be brought before and subject to the exclusive jurisdiction of the trial division of the Superior Court of the State of New Jersey, unless otherwise agreed to by Buyer and Seller, and that such proceeding shall be governed by the procedural rules and laws of the State of New Jersey, without regard to principles of conflicts of law. Buyer agrees to irrevocably waive any objection it either may now or hereafter have to the laying of jurisdiction or venue in the courts of the State of New Jersey and waives any claim that such action or proceeding relating to any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein that is brought in any such court has been brought in an inconvenient or improper forum. Seller shall not be deemed to have waived any objection that it may now or hereafter have to the laying of jurisdiction or venue of any such action or proceeding in any courts other than the courts of the State of New Jersey, nor be deemed to waive any claim that any such action or proceeding brought in any such court has been brought in a court without jurisdiction or an inconvenient or improper forum.

5.2 Counterparts. This Agreement and any amendments hereto may be executed and delivered in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

5.3 Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

5.4 Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the provision that would otherwise be unenforceable shall be deemed amended to apply to the broadest extent that it would be enforceable, and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

5.5 Entire Agreement: Amendments. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. No provision of this Agreement may be amended, modified or supplemented other than by an instrument in writing signed by all of the parties hereto.

5.6 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; or (b) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to Seller:

Common Pension Fund D

c/o Division of Investment

50 West State Street, 9th Floor

Trenton, New Jersey 08608

Attention: Director, Division of Investment

If to Buyer:

Coliseum Capital Partners, L.P.

c/o Coliseum Capital Management, LLC

105 Rowayton Avenue

Rowayton, Connecticut 06853

Attention: Chris Shackelton (chris@coliseumpartners.com)

or in each case, at such other address and/or to the attention of such other person as the recipient party has specified by written notice to the other party at least five business days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication or (ii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service or deposit with a nationally recognized overnight delivery service in accordance with clause (a) or (b) above, respectively.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, and may not be transferred or assigned without the prior written consent of the other party.

5.8 Further Assurances. Each party hereto, at the request of the other party hereto, shall use commercially reasonable efforts to execute and deliver such other certificates, instruments, agreements and other documents, and do and perform such other acts and things, as may be reasonably necessary or desirable for purposes of effecting completely the consummation of the transactions contemplated hereby.

5.9 Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement and the consummation of the sale and purchase of the Securities.

5.10 Interpretative Matters. Unless the context otherwise requires, (a) all references to Sections contained in this Agreement, (b) words in the singular or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, and (c) the use of the word “including” in this Agreement shall be by way of example rather than limitation.

* * * * *

IN WITNESS WHEREOF, Seller and Buyer have caused this Securities Purchase Agreement to be duly executed as of the date first written above.


SELLER:

COMMON PENSION FUND D

By:		/s/ Shoaib Khan
		Name: Shoaib Khan
		Title: Director, Division of Investment


BUYER:

COLISEUM CAPITAL PARTNERS, L.P.

By: Coliseum Capital, LLC, its general partner

By:		/s/ Christopher Shackelton
		Name: Christopher Shackelton
		Title: Manager