Exhibit 99.4
[FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEES]
LAZYDAYS HOLDINGS, INC.
NON-TRANSFERABLE RIGHTS TO PURCHASE
UP TO $25,000,000 IN SHARES OF COMMON STOCK,
REPRESENTING UP TO 24,271,844 SHARES OF COMMON STOCK
THE RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., NEW YORK CITY TIME,
ON FEBRUARY 5, 2025, SUBJECT TO EXTENSION.
January 14, 2025
To Our Clients:
We are sending this letter to you because we hold shares of Lazydays Holdings, Inc., a Delaware corporation (the “Company”), common stock, par value $0.0001 per share (the “Common Stock”) for you. The Company has commenced a rights offering of up to an aggregate of $25,000,000 in shares of Common Stock of the Company (the “Shares”) at a subscription price of $1.03 per whole Share (the “Subscription Price”) pursuant to the exercise of non-transferable subscription rights (the “Rights”) distributed to all holders of record (excluding clients of Alta Fundamental Advisers LLC and Coliseum Capital Management, LLC, who have waived their and their respective affiliates’ rights to receive the Rights to the extent any of them are holders as of the Record Date (as defined below)) of shares of the Common Stock and warrants (the “Warrants”) as of January 13, 2025 (such non-excluded holders, collectively, the “Record Holders”). The Rights are described in the Company’s prospectus, dated January 13, 2025 (as the same may be amended, the “Prospectus”).
The Company has distributed one Right for each share of the Common Stock (including shares of Common Stock issuable upon exercise or conversion of the Warrants) that such Record Holder owned at 5:00 p.m., New York City time, on January 13, 2025 (such time, the “Record Date”). Each Right entitles the Record Holder to purchase 1.27 shares of Common Stock at the Subscription Price (the “Basic Subscription Right”). Record Holders who exercise their Basic Subscription Right in full may also subscribe for additional Shares that remain unsubscribed at the Expiration Date at the same Subscription Price (such shares, the “Unsubscribed Shares”), subject to availability (the “Over-Subscription Right”).
There is no minimum number of Shares any Record Holder must purchase, but Record Holders may not purchase fractional Shares. If the number of Rights exercised by the holder thereof would otherwise permit such holder to purchase a fraction of a share, the number of Shares that such holder may purchase will be rounded down to the nearest whole share. Any excess subscription payments received by Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”) will be returned, without interest or penalty, as soon as practicable after the termination or closing of the Rights Offering.
Each Rights holder will be required to submit payment in full for all the shares it wishes to buy with its Basic Subscription Right and its Over-Subscription Right. Because the Company will not know the total number of Unsubscribed Shares prior to the Expiration Date, if a Rights holder wishes to maximize the number of shares it may purchase pursuant to his Over-Subscription Right(s), such holder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of shares of Common Stock available to the such holder, assuming that no holders other than such holder purchases any shares of Common Stock pursuant to the Basic Subscription Right and Over-Subscription Right.
If you wish to exercise your Over-Subscription Right, you should indicate the number of additional Shares you would like to subscribe for in the space provided on the enclosed instructions. When you send in that information, you must also send the full purchase price for the number of additional Shares that you have requested (in addition to the payment due for Shares purchased through your Basic Subscription Right).
To the extent the Record Holders properly exercise their Over-Subscription Rights for an aggregate amount of shares that is less than the number of the Unsubscribed Shares, each Record Holder will be allocated the full number of Unsubscribed Shares for which each such holder actually paid in connection with the Over-Subscription Right. The remaining shares of Common Stock will be allocated among all other holders exercising the Over-Subscription Right on a pro rata basis in proportion to their respective Basic Subscription Rights.