Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2025, Lazydays Holdings, Inc., a Delaware corporation (the "Company" or "Lazydays"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") by and among (i) the Company, (ii) certain direct and indirect subsidiaries of the Company named therein (together with Lazydays, collectively, the "Sellers"), (iii) CIRV Group, LLC, a Florida limited liability company, and CIRV Group Real Estate Holdings, LLC, a Florida limited liability company (collectively, the "Purchasers") and (iv) Jeffrey M. Hirsch, an affiliate of the Purchasers (the "Guarantor"), pursuant to which the Sellers agreed to sell substantially all of their assets to the Purchasers, subject to the terms and conditions therein (the "Asset Sales"). The Purchasers and Guarantor are affiliates of Campers Inn Holding Corporation, a Delaware corporation. The Asset Purchase Agreement represents the parties' definitive agreement with respect to the transactions contemplated by the letter of intent the Company previously disclosed with its Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on September 16, 2025, and the Asset Purchase Agreement supersedes such letter of intent.

Consideration

As consideration for the Asset Sales, the Purchasers have agreed to pay an aggregate purchase price consisting of: (i) $30 million for the Sellers' assets other than recreational vehicle ("RV") inventory and owned real property; (ii) a price for the Sellers' RV inventory to be calculated by the parties at each closing based on pricing formulas and methodologies as stated in Exhibit A to the Asset Purchase Agreement; and (iii) $34.9 million for the Sellers' owned real property. Purchasers will also assume certain outstanding obligations of the Sellers and are expected to continue operations at certain of the Sellers' RV dealerships, as further described in Exhibit A to the Asset Purchase Agreement.

Site-by-Site Closings

Subject to the terms and conditions of the Asset Purchase Agreement, the consummation of the Asset Sales will take place in a series of closings on a site-by-site basis related to the applicable dealership, leased real property and/or owned real property (each a "Closing"), in the sequence and on the timeline and in accordance with the other closing procedures described in the Asset Purchase Agreement and its exhibits.

Closing Conditions

The obligations of the parties to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing is subject to the fulfillment of each of the following conditions: (i) all waiting periods applicable to the consummation of the transactions contemplated by the Asset Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other applicable antitrust laws (to the extent applicable to the Closing at issue) (if any) shall have expired or been terminated; (ii) to the extent approval by the stockholders of the Company is required by law prior to consummating the Asset Sales, written consents from the requisite stockholders of the Company, or other manner of obtaining requisite approval from the stockholders of the Company, to the consummation of the transactions contemplated by the Asset Purchase Agreement shall have been obtained and become effective in compliance with applicable laws, and any waiting period relating thereto (including under Rule 14c-2 under the Securities Exchange Act of 1934, as amended, with respect to the filing of an information statement with the SEC) shall have expired; and (iii) certain third-party consents (to the extent applicable to the Closing at issue) shall have been obtained.

The obligation of the Purchasers to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing is subject to their receipt of good and marketable title to the applicable purchased assets at such Closing (or, in the case of recent trade-in RV inventory, powers of attorney and payoffs to allow the Purchasers to clear title in the ordinary course after such Closing), free and clear of all Encumbrances other than Permitted Encumbrances (in each case as defined in the Asset Purchase Agreement).

The obligations of the Sellers to consummate the transactions contemplated by the Asset Purchase Agreement at each Closing are subject to the Purchasers having completed the applicable payments required under the Asset Purchase Agreement with respect to such Closing.