NOTICE OF GUARANTEED DELIVERY
This form, or one substantially equivalent to this form, must be used to exercise non-transferrable subscription rights (“Rights”) pursuant to a rights offering (the “Rights Offering”) described in the prospectus dated October 23, 2023 (the “Prospectus”) of Lazydays Holdings, Inc. , a Delaware corporation (the “Company”), if a holder of Rights cannot deliver the rights certificate(s) evidencing the Rights (the “Rights Certificate(s)”) to Broadridge Corporate Issuer Solutions, LLC, the subscription agent (the “Subscription Agent”), at or prior to 5:00 p.m., Eastern Time, on November 14, 2023 (such time, the “Expiration Date”), as it may be extended by the Company in its sole discretion. This Notice of Guaranteed Delivery must be received by the Subscription Agent on or prior to the Expiration Date. See the section titled “The Rights Offering—Guaranteed Delivery Procedures” in the Prospectus. Holders must subscribe assuming the Subscription Price is the Initial Price of $6.399 per share. If the Alternate Price is lower than the Initial Price, the number of shares of Common Stock that you are entitled to purchase for each Right will be proportionally higher. If the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by you will be applied to the purchase of additional shares of Common Stock (either towards the Holder’s basic subscription right or towards your over-subscription right if you already exercised your basic subscription right in full). If you request and pay for more shares of Common Stock than are allocated to you, we will refund the overpayment, without interest or deduction.Payment in full of the Initial Price of $6.399 per whole share for each share of Common Stock subscribed for upon exercise of such Rights must be received, including final clearance of any checks, by the Subscription Agent in the manner specified in the Prospectus at or prior to the Expiration Date, even if the Rights Certificate(s) evidencing such Rights is being delivered pursuant to the procedure for guaranteed delivery thereof. The Rights Certificate(s) evidencing such Rights must be received by the Subscription Agent within two (2) business days following the date of this Notice of Guaranteed Delivery. See the sections titled “The Rights Offering—Method of Subscription—Exercise of Rights” and “The Rights Offering—Method of Payment” in the Prospectus.
The address of the Subscription Agent is as follows:
By mail:* | | | By hand delivery or overnight courier, excluding U.S. Postal Service: |
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Broadridge Corporate Issuer Solutions, LLC Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 | | | Broadridge Corporate Issuer Solutions, LLC Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
If you have any questions concerning the rights offering, you may contact Broadridge Corporate Issuer Solutions, LLC by telephone (888) 789-8409 or by email (shareholder@broadridge.com).