Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement with General R.V

On May 9, 2025, Lazydays Holdings, Inc. (the "Company") and certain of its indirect subsidiaries (the "Asset Sellers" and, together with the Company, the "Seller Parties") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with General R.V. Center, Inc. ("General R.V.") pursuant to which the Asset Sellers agreed to sell substantially all of the assets (the "Purchased Assets") contributing to their operation of recreational vehicle sales and service dealerships (the "Business") in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona to General R.V. (each an "Asset Sale") for an aggregate purchase price of approximately $5.6 million, plus further cash for new and used RV inventory; parts and accessories inventory; supplies; and service work in process (as allocated and valued in accordance with Exhibit A to the Asset Purchase Agreement), subject to certain adjustments and the terms and conditions set forth therein.

The Asset Purchase Agreement contemplates a series of closing on a dealership-by-dealership basis. Subject to the terms and conditions therein, the parties agreed in the Asset Purchase Agreement to close: (i) the Mesa, Arizona dealership Asset Sale on or before May 23, 2025; (ii) the Fort Pierce, Florida dealership Asset Sale on or before June 6, 2025, simultaneously with the closing of the Fort Pierce Real Estate Sale (as defined below) on or before June 6, 2025; and (iii) the Longmont, Colorado dealership Asset Sale on or before June 13, 2025.

The Asset Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Asset Sale, including that each Asset Seller agreed to operate the applicable Business in the ordinary course of business until the closing of the applicable Asset Sale.

The Asset Purchase Agreement may be terminated prior to the closing of the final Asset Sale: (i) by mutual written consent of the parties, (ii) by General R.V. or any Seller Party in the case of certain governmental orders or laws prohibiting the Asset Sales, (iii) by General R.V. or any Seller Party if any of the conditions to the closing of the final Asset Sale are not satisfied on or before June 16, 2025, as such date may be extended from time to time with the written consent of the parties (provided that the party invoking this termination right has not breached the Asset Purchase Agreement in certain respects), or (iv) by a non-breaching party upon certain uncured or incurable breaches of the Asset Purchase Agreement by the other party or parties.

Pursuant to the Asset Purchase Agreement, a portion of the proceeds of each Asset Sale will go to the repayment of any indebtedness secured by the applicable Purchased Assets.

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.1 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Real Estate Purchase Agreement with General R.V.

Also on May 9, 2025, LD Real Estate, LLC, an indirect subsidiary of the Company ("Real Estate Seller"), entered into a Real Estate Purchase Agreement (the "Real Estate Purchase Agreement") with FL ST Lucie 95, LLC, a subsidiary of General R.V. ("Real Estate Purchaser"), pursuant to which the Real Estate Purchaser agreed to purchase the Real Estate Seller's owned real estate where the applicable Asset Seller operates the dealership subject to the Asset Purchase Agreement in Fort Pierce, Florda, for approximately $21.0 million in cash, subject to certain adjustments and the terms and conditions set forth therein (the "Fort Pierce Real Estate Sale"). The Real Estate Purchase Agreement would terminate automatically in the event that the Asset Purchase Agreement is terminated in accordance with its terms.

The foregoing description of the Real Estate Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.2 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the Real Estate Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.