Exhibit 10.11


 


EXECUTION
COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as
of May 14, 2004, is made by and among RV ACQUISITION INC., a Delaware
corporation (the “Company”), BRUCKMANN, ROSSER, SHERRILL & CO. II,
L.P., a Delaware limited partnership (“BRS”), each of the executives of
Lazy Days’ R.V. Center, Inc., a Florida corporation, as set forth on Schedule A
attached hereto or who executes a joinder to this Agreement in the form of Exhibit
1 attached hereto on or after the date hereof (each individually, an “Executive”,
and collectively, the “Executives”). 
Capitalized terms used herein but not otherwise defined herein shall
have the meaning set forth in Section 1 hereof.


 


WHEREAS, BRS each of the Executives hold shares of Common Stock.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:


 


1.                                      Definitions.  As used herein, the following terms shall
have the following meanings.


 


“Affiliate” means, when used with reference to a specified
Person, any Person that directly or indirectly controls or is controlled by or
is under common control with the specified Person.  As used in this definition, “control” (including, with its
correlative meanings, “controlled by” and “under common control with”) shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).


 


“BRS Registrable Securities” means (i) any shares of Common
Stock acquired by, or issued or issuable to, BRS or any of its respective
Affiliates or permitted transferees on or after the date hereof and (ii) all
equity securities issued or issuable directly or indirectly with respect to any
shares of Common Stock described in clause (i) above by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization.


 


“Common Stock” means, collectively, (i) the Company’s common
stock, par value $0.01 per share, (ii) any other class of common stock of the
Company and (iii) any capital stock of the Company issued or issuable with
respect to the securities referred to in clauses (i) or (ii) above whether by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Executive Registrable Securities” means (i) any shares of Common
Stock acquired by, or issued or issuable to, any Executive or any of his or her
Affiliates or permitted transferees on or after the date hereof and (ii) all
equity securities issued or issuable directly or


 

















 


indirectly with respect to any shares of Common Stock described in
clause (i) above by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization.


 


“Holder” means, at any applicable time, a holder of Registrable
Securities.


 


“Initial Public Offering” means the initial, underwritten public
offering of the Company’s Common Stock registered under the Securities Act.


 


“NASD” means National Association of Securities Dealers, Inc.


 


“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, a bank, a trust company, a land
trust, a business trust, a governmental entity or any department, agency or
political subdivision thereof or any other entity or organization, whether or
not it is a legal entity.


 


“Registrable Securities” means collectively, the Executive
Registrable Securities and the BRS Registrable Securities.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when they have been
distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public in compliance with Rule 144.  For purposes of this Agreement, a Person
will be deemed to be a holder of Registrable Securities whenever such Person
has the right to acquire directly or indirectly such Registrable Securities
(upon conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise
of such right), whether or not such acquisition has actually been effected.


 


“Registration Expenses” means all expenses incident to the
Company’s performance of or compliance with this Agreement, including without
limitation all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing and distributing expenses, messenger
and delivery expenses, fees and expenses of custodians, internal expenses
(including all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses and fees for listing the securities
to be registered on any securities exchange or the NASD automated quotation
system, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company.


 


“Rule 144” means Rule 144 under the Securities Act (or any
similar rule then in force).


 


“SEC” means the Securities and Exchange Commission.


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Subsidiary” means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors thereof is at the time owned or controlled,


 


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directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
limited liability company, association or other business entity, a majority of
the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have
a majority ownership interest in a partnership, limited liability company,
association or other business entity if such Person or Persons shall be
allocated a majority of partnership, limited liability company, association or
other business entity gains or losses or shall be or control the managing
director, managing member, manager or a general partner of such partnership,
limited liability company, association or other business entity.


 


2.                                      Demand
Registrations.


 


(a)                                  Requests
for Registration.  At any time and
from time to time, the holder(s) of at least a majority of the BRS Registrable
Securities may request registration under the Securities Act of all or any
portion of their BRS Registrable Securities on Form S-1 or any similar
long-form registration (a “Long-Form Registration”), or on Form S-2 or
S-3 or any similar short-form registration (a “Short-Form Registration”),
if such a short form is available.  All
registrations requested pursuant to this Section 2(a) are referred
to herein as “Demand Registrations”. 
Each request for a Demand Registration (a “Demand Request”) shall
specify the approximate number of BRS Registrable Securities requested to be
registered, the anticipated method or methods of distribution, and the
anticipated per share price range for such offering.  Within ten days after receipt of any such Demand Request, the
Company will give written notice of such requested registration (which shall
specify the intended method of disposition of such Registrable Securities) to
all other Holders (a “Company Notice”) and the Company will include
(subject to the provisions of this Agreement) in such registration, all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 20 days after the delivery of such
Company Notice; provided, that
any such other Holder may withdraw its request for inclusion at any time prior
to executing the underwriting agreement or, if none, prior to the applicable
registration statement becoming effective.


 


(b)                                 Long-Form
Registrations.  The holders of BRS
Registrable Securities will be entitled to  up
to four (4) Long-Form Registrations in the aggregate.  A registration will not count as a permitted Long-Form
Registration for purposes of the preceding sentence unless and until it has
become effective and no Long-Form Registration will count as a Long-Form
Registration for purposes of the preceding sentence unless the applicable
holders of BRS Registrable Securities sell at least 90% of the BRS Registrable
Securities requested to be included by them in such registration.


 


(c)                                  Short-Form
Registrations.  The holders of BRS
Registrable Securities will be entitled to unlimited Short-Form
Registrations.  Demand Registrations by
holders of BRS Registrable Securities will be Short-Form Registrations whenever
the Company is permitted to use any applicable short form.  After the Company has become subject to the
reporting requirements of the Exchange Act, the Company will use its best
efforts to make Short-Form Registrations on Form S-3 available for the sale of
Registrable Securities.


 


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(d)                                 Priority
on Demand Registrations.  The
Company will not include in any Demand Registration any securities which are
not Registrable Securities unless the holder(s) of at least a majority of the
BRS Registrable Securities included in such Demand Registration otherwise
consent.  If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities, requested to be included in such
offering exceeds the number of Registrable Securities and other securities, if
any, which can be sold in an orderly manner in such offering within a price
range specified in the Demand Request pursuant to Section 2(a) and
without adversely affecting the marketability of the offering, then the Company
will include in such Demand Registration (A) first, the number of Registrable
Securities requested to be included in such Demand Registration, pro rata among the Holders of such
Registrable Securities based on the number of Registrable Securities requested
by each such Holder to be so included, and (B) second, any other securities of
the Company requested to be included in such registration, in such manner as
the Company may determine.


 


(e)                                  Restrictions
on Demand Registrations.  The
Company will not be obligated to file any registration statement with respect
to any Demand Registration within 180 days after the effective date of a
previous Demand Registration.


 


(f)                                    Selection
of Underwriters.  In the case of a
Demand Registration for an underwritten offering, the holders of a majority of
the BRS Registrable Securities to be included in such Demand Registration will
have the right to select the investment banker(s) and manager(s) to administer
the offering (which investment banker(s) and manager(s) will be nationally
recognized) subject to the Company’s approval, which approval will not be
unreasonably withheld.


 


(g)                                 Other
Registration Rights.  Except as
provided in this Agreement, after the date hereof, the Company will not grant
to any Persons the right to request the Company to register any equity or
similar securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of the holders of at least a majority of the BRS Registrable
Securities.


 


3.                                      Piggyback
Registrations.


 


(a)                                  Right
to Piggyback.  Whenever the Company
proposes to register any of its Common Stock under the Securities Act for its
own account or for the account of any holder of the Common Stock (other than
pursuant to a Demand Registration, and other than pursuant to a registration
statement on Form S-8 or S-4 or any successor form or form for similar
registration purposes or in connection with a registration the primary purpose
of which is to register debt securities, i.e.,
in connection with a so-called “equity kicker”) (a “Piggyback Registration”),
the Company will give prompt written notice to all Holders of its intention to
effect such a registration and of such Holders’ rights under this Section 3(a).  Upon the written request of any Holder, the
Company shall include in such registration (subject to the provisions of this
Agreement) all Registrable Securities requested to be registered pursuant to
this Section 3(a), subject to Section 3(b) or 3(c),  below, as applicable, with respect to which
the Company has received written requests for inclusion therein within 20 days
after the receipt of the Company’s notice; provided,
that any such other Holder may withdraw its request for inclusion at any time


 


4

















 


prior to executing the underwriting agreement or, if none, prior to the
applicable registration statement becoming effective.  Notwithstanding the foregoing, no Registrable Securities shall be
included in the Initial Public Offering without the prior written consent of
the holders of a majority of the BRS Registrable Securities.  In the event the holders of a majority of
the BRS Registrable Securities consent to the inclusion of Registrable
Securities in the Initial Public Offering, then the Holders shall be entitled
to include securities in such registration as provided in this Section 3.


 


(b)                                 Priority
on Primary Registrations.  If a
Piggyback Registration is in part an underwritten primary registration on
behalf of the Company and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in an orderly manner
in such offering within a price range acceptable to the Company and without adversely
affecting the marketability of the offering, then the Company will include in
such registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the
Holders based on the number of Registrable Securities requested by each such
Holder to be so included, and (iii) third, any other securities requested to be
included in such registration, in such manner as the Company may determine.


 


(c)                                  Priority
on Secondary Registrations.  If a
Piggyback Registration is an underwritten secondary registration on behalf of
holders of the Company’s securities and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the holders
initially requesting such registration and without adversely affecting the
marketability of the offering, then the Company will include in such
registration (i) first, the securities requested to be included therein by the
holders of the Company’s securities requesting such registration (so long as
such holders’ registration rights were granted in accordance with Section 2(g)),
(ii) second, the Registrable Securities requested to be included in such
registration, pro rata among such
Holders based on the number of Registrable Securities requested by each such
Holder to be so included, and (iii) third, any other securities requested to be
included in such registration, in such manner as the Company may determine.


 


(d)                                 Selecting
Underwriters.  If any Piggyback
Registration is an underwritten offering, the investment banker(s) and
manager(s) to administer the offering (which investment banker(s) and
manager(s) will be nationally recognized) will be selected by the Company,
subject to the approval by a majority of the BRS Registrable Securities, which
approval will not be unreasonably withheld.


 


(e)                                  Other
Registrations.  If the Company has
previously filed a registration statement with respect to Registrable
Securities pursuant to this Section 3, and if such previous
registration has not been withdrawn or abandoned, then the Company will not
file or cause to be effected any other registration of any of its equity or
similar securities or securities convertible or exchangeable into or
exercisable for its equity or similar securities under the Securities Act
(except on Forms S-4 or S-8, or any successor form or form for similar
registration purposes, or in connection with a Demand Registration or in
connection with a registration the primary purpose of which is to register debt
securities, i.e., in connection
with a so-called “equity


 


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kicker”), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least 180 days has elapsed
from the effective date of such previous registration.


 


4.                                      Holdback
Agreements.


 


(a)                                  Each
Holder hereby agrees not to effect any sale or distribution of equity
securities of the Company, or any securities convertible into or exchangeable
or exercisable for such securities, during the seven days prior to and the
180-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration), unless the underwriters managing such underwritten
registration otherwise agree.


 


(b)                                 The
Company (i) will not effect any sale or distribution of its equity securities,
or any securities convertible into or exchangeable or exercisable for such
securities, during the seven days prior to and during the 180-day period
beginning on the effective date of any underwritten Demand Registration or any
underwritten Piggyback Registration (except as part of such underwritten
registration or pursuant to registrations on Forms S-4 or S-8 or any successor
form or form for similar registration purposes), unless the underwriters
managing such underwritten registration otherwise agree, and (ii) will use its
reasonable best efforts to cause each holder of the Common Stock or any
securities convertible into or exchangeable or exercisable for the Common
Stock, purchased from the Company at any time after the date of this Agreement
(other than in a registered public offering) to agree not to effect any sale or
distribution of any such securities during such period (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing such underwritten registration otherwise agree.


 


5.                                      Registration
Procedures.  Whenever the
Holders have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will
as expeditiously as possible:


 


(a)                                  prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will furnish
to the counsel selected pursuant to Section 6 below copies of all
such documents proposed to be filed, which documents will be subject to the
prompt review and reasonable comment of such counsel), and upon filing such
documents, the Company shall promptly notify in writing such counsel of the
receipt by the Company of any written comments by the SEC with respect to such
registration statement or prospectus or any amendment or supplement thereto or
any written request by the SEC for the amending or supplementing thereof or for
additional information with respect thereto;


 


(b)                                 prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for a period of not less than 180
days and comply with


 


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the provisions of the Securities Act with respect to the disposition of
all Registrable Securities covered by such registration statement during such
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement and cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act;


 


(c)                                  furnish
to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;


 


(d)                                 use
its best efforts to register or qualify such Registrable Securities under such
other securities or blue sky laws of such jurisdictions as any seller of
Registrable Securities reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller (provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (ii) subject itself
to taxation in any such jurisdiction in any jurisdiction where it is not so
subject, or (iii) consent to general service of process (i.e., service of process which is not limited
solely to securities law violations) in any such jurisdiction where it is not
so subject);


 


(e)                                  promptly
notify each seller of such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the discovery of the happening of any event
as a result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and, at the request of any such seller, the Company will,
as soon as reasonably practicable, file and furnish to all sellers a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading in light of the circumstances under which
they were made;


 


(f)                                    if
requested by the holders of a majority of the BRS Registrable Securities in
connection with any Demand Registration, use its commercially reasonable
efforts to cause to be included in such registration Common Stock having an
aggregate value (based on midpoint of the proposed offering price range
specified in the registration statement used to offer such securities) of up to
$10 million, to be offered in a primary offering of the Company’s securities
contemporaneously with such offering of Registrable Securities;


 


(g)                                 cause
all such Registrable Securities to be listed on each securities exchange on
which similar securities issued by the Company are then listed and, if not so
listed, to be listed on the Nasdaq National Market System (“Nasdaq Market”)
and, if listed on the Nasdaq Market, use its best efforts to secure designation
of all such Registrable Securities covered by such registration statement as a
Nasdaq “National Market System security” within


 


7

















 


the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to
secure Nasdaq Market authorization for such Registrable Securities and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register as such with respect to such Registrable Securities with the
NASD;


 


(h)                                 provide
a transfer agent and registrar for all such Registrable Securities not later
than the effective date of such registration statement;


 


(i)                                     enter
into such customary agreements (including underwriting agreements in customary
form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of such Registrable
Securities (including, without limitation, effecting a split or a combination
of stock or units); provided,
that no Holder shall have any indemnification or contribution obligations
inconsistent with Section 7 hereof;


 


(j)                                     make
available for inspection by any seller of Registrable Securities, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, employees and independent accountants to supply all information and
participate in due diligence sessions reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement;


 


(k)                                  otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve
months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 promulgated thereunder;


 


(l)                                     use
best efforts to prevent the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any securities included in such registration statement for sale in any
jurisdiction, and, in the event of such issuance, the Company shall immediately
notify the Holders included in such registration statement of the receipt by
the Company of such notification and shall use its best efforts promptly to
obtain the withdrawal of such order;


 


(m)                               use
its best efforts to cause such Registrable Securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities, and
cooperate and assist with any filings to be made with the NASD;


 


(n)                                 obtain
one or more “cold comfort” letters, dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, dated the date of the closing under the underwriting
agreement), signed by the Company’s independent public accountants in customary
form and covering such matters of the type customarily covered


 


8

















 


by “cold comfort” letters as the holders of a majority of the
Registrable Securities being sold reasonably request; and


 


(o)                                 provide
a legal opinion of the Company’s outside counsel, dated the effective date of
such registration statement (and, if such registration includes an underwritten
public offering, dated the date of the closing under the underwriting
agreement), with respect to the registration statement, each amendment and
supplement thereto, the prospectus included therein (including the preliminary
prospectus) and such other documents relating thereto in customary form and
covering such matters of the type customarily covered by legal opinions of such
nature.


 


If any such registration or comparable statement refers to any Holder
by name or otherwise as the holder of any securities of the Company and if in
such Holder’s sole and exclusive judgment, such Holder is or might be deemed to
be an underwriter or a controlling person of the Company, such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance satisfactory to such Holder and presented to the Company in writing,
to the effect that the holding by such Holder of such securities is not to be
construed as a recommendation by such Holder of the investment quality of the
Company’s securities covered thereby and that such holding does not imply that
such Holder will assist in meeting any future financial requirements of the
Company, or (ii) in the event that such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar Federal statute
then in force, the deletion of the reference to such Holder; provided, that with respect to this clause
(ii), if requested by the Company, such Holder shall furnish to the Company an
opinion of counsel to such effect, which opinion and counsel shall be
reasonably satisfactory to the Company.


 


6.                                      Registration
Expenses.  The Company will bear
all Registration Expenses whether or not the Demand Registration or Piggyback
Registration pursuant to which such Registration Expenses are incurred have
become effective.  In addition, in
connection with each Demand Registration, the Company will reimburse the
Holders included in such registration for the reasonable fees and disbursements
of one counsel chosen by the holders of a majority of the Registrable
Securities requesting inclusion in such registration (which counsel shall be
retained to represent all such Holders).


 


7.                                      Indemnification.


 


(a)                                  By
the Company.  The Company agrees to,
and will cause each of its Subsidiaries to agree to, indemnify, to the fullest
extent permitted by law, each Holder, its officers, directors, members,
employees, agents, stockholders and general and limited partners and each
Person who controls (within the meaning of the Securities Act and Exchange Act)
such Holder against any and all losses, claims, damages, liabilities and
expenses (or actions or proceedings, whether commenced or threatened, in
respect thereof), joint or several, arising out of or based upon any untrue or
alleged untrue statement of material fact contained in any registration
statement, reports required and other documents filed under the Securities Act,
Exchange Act, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto, together with any documents incorporated therein by reference,
or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation or alleged violation by the Company or any of


 


9

















 


its
Subsidiaries of any federal, state, foreign or common law rule or regulation
and relating to action or inaction in connection with any such registration,
disclosure document or other document and shall reimburse such Holder, officer,
director, member, employee, agent, stockholder, partner or controlling Person
for any legal or other expenses, including any amounts paid in any settlement
effected with the consent of the Company, which consent will not be
unreasonably withheld or delayed, incurred by such Holder, officer, director,
member, employee, agent, stockholder, partner or controlling Person in
connection with the investigation or defense of such loss, claim, damage,
liability or expense, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such Holder expressly
for use therein.  In connection with an
underwritten offering, the Company will indemnify such underwriters, their
officers, directors, agents and employees and each Person who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders.


 


(b)                                 By
the Holders.  In connection with any
registration statement in which a Holder is participating, each such Holder
will furnish to the Company in writing such information and affidavits about
such Holder as the Company reasonably requests for use in connection with any
such registration statement or prospectus and, to the extent permitted by law,
will indemnify the Company, its directors and officers and each Person who
controls (within the meaning of the Securities Act) the Company and the other
Holders against any losses, claims, damages, liabilities and expenses resulting
from any untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission
is contained in any information or affidavit so furnished in writing by such
Holder which authorizes its use in the applicable document; provided, that the obligation to indemnify
will be individual, not joint and several, for each Holder and will be limited
to the net amount of cash proceeds received by such Holder from the sale of
Registrable Securities pursuant to such registration statement.


 


(c)                                  Claim
Procedures.  Any Person entitled to
indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice will not impair any Person’s
right to indemnification hereunder to the extent such failure has not
prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit the indemnifying party to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent it may wish, with counsel reasonably satisfactory to the
indemnified party.  If such defense is
assumed, the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld or delayed) and the indemnifying party shall
not, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof, a release from all liability in respect of such
claim or litigation provided by the claimant or plaintiff to such indemnified
party.  An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay (x) the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any


 


10

















 


indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such claim or (y) any settlement made by any indemnified party without such
indemnifying party’s consent (but such consent will not be unreasonably
withheld).


 


(d)                                 Survival;
Contribution.  The indemnification
provided for under this Agreement will remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party
or any officer, agent or employee and each other Person who participates as an
underwriter in the offering or sale of such securities and each other Person,
if any, who controls (within the meaning of the Securities Act) such
indemnified party, and will survive the transfer of securities.  The Company also agrees to make such provisions,
as are reasonably requested by any indemnified party, for contribution to such
party in the event the Company’s indemnification is unavailable for any reason.


 


8.                                      Participation
in Underwritten Registrations. 
No Person may participate in any registration hereunder which is
underwritten unless such Person (a) agrees to sell such Person’s securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or “green shoe” option
requested by the managing underwriter(s), so long as no Holder will be required
to sell more than the number of Registrable Securities that such Holder has
requested the Company to include in any registration) and (b) completes and
executes all customary questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements; provided,
that no Holder included in any underwritten registration shall be required to
make any representations or warranties to the Company or the underwriters
(other than representations and warranties regarding such Holder and such
Holder’s intended method of distribution) or to undertake any indemnification
or contribution obligations to the Company or the underwriters with respect
thereto, except as otherwise provided in Section 7.


 


9.                                      Rule
144 Reporting.  With a view to
making available to the Holders the benefits of certain rules and regulations
of the SEC which may permit the sale of the Registrable Securities to the
public without registration, the Company agrees at its expense to use its best
efforts to:


 


(a)                                  make
and keep current public information available, within the meaning of Rule 144
or any similar or analogous rule promulgated under the Securities Act, at all
times after it has become subject to the reporting requirements of the Exchange
Act;


 


(b)                                 file
with the SEC, in a timely manner, all reports and other documents required of
the Company under the Securities Act and Exchange Act (after it has become
subject to such reporting requirements); and


 


(c)                                  so
long as any party hereto owns any Registrable Securities, furnish to such
Person forthwith upon request, a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144 (at any time commencing 90
days after the effective date of the first registration filed by the Company
for an offering of its securities to the general public), the Securities Act
and the Exchange Act


 


11

















 


(at any time after it has become subject to such reporting
requirements); a copy of the most recent annual or quarterly report of the
Company; and such other reports and documents as such Person may reasonably
request in availing itself of any rule or regulation of the SEC allowing it to
sell any such securities without registration.


 


10.                               Amendment
and Waiver.  No modification,
amendment or waiver of any provision of this Agreement shall be effective against
the Company or the Holders unless such modification, amendment or waiver is
approved in writing by the Company and the holders of a majority of the
Registrable Securities; provided, that any such modification, amendment or
waiver which adversely affects any Holder and is prejudicial to such Holder
relative to all of the other Holders shall not be effected without the consent
of such Holder.  The failure of any
party to enforce any of the provisions of this Agreement shall in no way be
construed as a waiver of such provisions and shall not affect the right of such
party thereafter to enforce each and every provision of this Agreement in
accordance with its terms.


 


11.                               Severability;
Entire Agreement.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.  Except as
otherwise expressly set forth herein, this document embodies the complete
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.


 


12.                               Successors
and Assigns.  Except as
otherwise provided herein, this Agreement shall bind and inure to the benefit
of and be enforceable by the Company and its successors and assigns and the
Holders and any subsequent holders of Registrable Securities and the respective
successors and assigns of each of them, so long as they hold Registrable
Securities (and hold or have received Registrable Securities in accordance with
the terms hereof).


 


13.                               Counterparts.  This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.


 


14.                               Remedies.  The parties hereto shall be entitled to
enforce their rights under this Agreement specifically to recover damages
caused by any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. 
The parties hereto agree and acknowledge that money damages may not be
an adequate remedy for any breach of the provisions of this Agreement and that
the Company or any Holder may in its sole discretion apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
relief (without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement.


 


12

















 


15.                               Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will only be deemed to have been given when delivered
personally, sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient.  Such
notices, demands and other communications will be sent to the address indicated
below:


 


	
  To
  the Company:

  
	
   

  	
   

  
	
   

  	
  RV
  Acquisition Inc.

  
	
   

  	
  c/o
  Bruckmann, Rosser, Sherrill & Co., Inc.

  
	
   

  	
  126
  East 56th Street

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attention:

  	
  Thomas
  J. Baldwin

  
	
   

  	
  Facsimile:

  	
  (212)
  521-3703

  
	
   

  	
  Email:

  	
  baldwin@brs.com

  
	
   

  	
   

  
	
  with
  a copy (which shall not constitute notice to the Company) to:

  
	
   

  	
   

  
	
   

  	
  Kirkland
  & Ellis LLP

  
	
   

  	
  Citigroup
  Center

  
	
   

  	
  153
  East 53rd Street

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attention:

  	
  Kimberly
  P. Taylor

  
	
   

  	
  Facsimile:

  	
  (212)
  446-4900

  
	
   

  	
  Email:

  	
  ktaylor@kirkland.com

  
	
   

  	
   

  
	
  To
  BRS:

  
	
   

  	
   

  
	
   

  	
  Bruckmann,
  Rosser, Sherrill & Co. II, L.P.

  
	
   

  	
  c/o
  Bruckmann, Rosser, Sherrill & Co., Inc.

  
	
   

  	
  126
  East 56th Street

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attention:

  	
  Thomas
  J. Baldwin

  
	
   

  	
  Facsimile:

  	
  (212)
  521-3703

  
	
   

  	
  Email:

  	
  baldwin@brs.com

  
	
   

  	
   

  
	
  with
  a copy (which shall not constitute notice to BRS) to:

  
	
   

  	
   

  
	
   

  	
  Kirkland
  & Ellis LLP

  
	
   

  	
  Citigroup
  Center

  
	
   

  	
  153
  East 53rd Street

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attention:

  	
  Kimberly
  P. Taylor

  
	
   

  	
  Facsimile:

  	
  (212)
  446-4900

  
	
   

  	
  Email:

  	
  ktaylor@kirkland.com

  
	
   

  	
   

  
	
  To
  any Executive:

  
	
   

  	
   

  
	
   

  	
  To
  Executive’s address indicated on Schedule A hereto

  



 


13

















 


or such other address or to the attention of such other Person as the
recipient party shall have specified by prior written notice to the sending
party.


 


16.                               Governing
Law.  All issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Delaware.


 


17.                               Descriptive
Headings.  The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.


 


18.                               Time
of the Essence; Computation of Time. 
Time is of the essence for each and every provision of this
Agreement.  Whenever the last day for
the exercise of any privilege or the discharge or any duty hereunder shall fall
upon a Saturday, Sunday, or any date on which banks in New York City, New York
are authorized to be closed, the party having such privilege or duty may
exercise such privilege or discharge such duty on the next succeeding day which
is a regular business day.


 


19.                               Waiver
of Jury Trial.  Each of the parties hereto waives any right it may
have to trial by jury in respect of any litigation based on, arising out of,
under or in connection with the Agreement or any course of conduct, course of
dealing, verbal or written statement or action of any party hereto.


 


20.                               Jurisdiction.  Each of the parties hereto submits to the
jurisdiction of any state or federal court sitting in New York, New York, in
any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceeding may be heard and
determined in any such court and hereby expressly submits to the personal
jurisdiction and venue of such court for the purposes hereof and expressly
waives any claim of improper venue and any claim that such courts are an
inconvenient forum.  Each of the parties
hereby irrevocably consent to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to its address
set forth in Section 15, such service to become effective 10 days after
such mailing.


 


21.                               No
Strict Construction.  The
parties hereto have participated jointly in the negotiation and drafting of
this Agreement.  In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party hereto by virtue
of the authorship of any of the provisions of this Agreement.


 


22.                               No
Third-Party Beneficiaries.  This
Agreement is for the sole benefit of the parties hereto and their permitted
successors and assigns and nothing herein expressed or implied shall give or be
construed to give any Person, other than the parties hereto and such permitted
successors and assigns, any legal or equitable rights hereunder.


 


*    
*     *     *     *


 


14

















 


IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement as of the
date first above written.


 


	
   

  	
  RV ACQUISITION INC. a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Thibault

  
	
   

  	
   

  	
  Name: Charles L. Thibault

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Baldwin

  
	
   

  	
   

  	
  Name: Tom Baldwin

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVES:

  
	
   

  	
   

  
	
   

  	
  /s/ Donald W.
  Wallace

  
	
   

  	
  DONALD W. WALLACE

  



 

















 


SCHEDULE A

LIST OF EXECUTIVES AND ADDRESSES


 


1.                                       Donald W.
Wallace

c/o Lazy Days’ R.V. Center, Inc.

6130 Lazy Days Boulevard

Seffner, Florida 33584

Facsimile: (813) 246-5240


 


A1

















 


EXHIBIT
1


 


FORM OF JOINDER TO

REGISTRATION RIGHTS AGREEMENT


 


This JOINDER (the “Joinder”) to the Registration Rights
Agreement (the “Agreement”), dated as of May
      , 2004 by and among RV Acquisition Inc., a
Delaware corporation (the “Company”) and certain stockholders of the
Company, is made and entered into as of
                          
by and between the Company and
                            
(“New Holder”).  Capitalized
terms used but not otherwise defined herein shall have the meanings set forth
in the Agreement.


 


WHEREAS, New Holder has acquired certain shares, or options or warrants
to acquire certain shares, of capital stock of the Company (“Holder Stock”),
and the Agreement and the Company requires New Holder, as a holder of such
capital stock, to become a party to the Agreement, and New Holder agrees to do
so in accordance with the terms hereof.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Joinder hereby agree as
follows:


 


1.  Agreement to be Bound.  New Holder hereby agrees that upon execution
of this Joinder, it shall become a party to the Agreement and shall be fully
bound by, and subject to, all of the covenants, terms and conditions of the
Agreement as though an original party thereto and shall be deemed a Holder for
all purposes thereof.  In addition, New
Holder hereby agrees that all Holder Stock shall be deemed [BRS Registrable Securities/Executive Registrable
Securities] for all purposes of the Agreement.


 


2.  Successors and Assigns.  Except as otherwise provided herein, this Joinder
shall bind and inure to the benefit of and be enforceable by the Company and
its successors and assigns and New Holder and any subsequent holders of Holder
Stock and the respective successors and assigns of each of them, so long as
they hold any shares of Holder Stock.


 


3.  Counterparts.  This Joinder may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.


 


4.  Notices.  For purposes of Section 15 of
the Agreement, all notices, demands or other communications to the New Holder
shall be directed to:


 


[Name]

[Address]

[Facsimile Number]


 


5.  Governing
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Delaware or any


 

















 


other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Delaware.


 


6.  Descriptive Headings.  The descriptive headings of this Joinder are
inserted for convenience only and do not constitute a part of this Joinder.


 


7.  Waiver
of Jury Trial.  Each of the parties
hereto waives any right it may have to trial by jury in respect of any
litigation based on, arising out of, under or in connection with the Agreement
or any course of conduct, course of dealing, verbal or written statement or action
of any party hereto.


 


8.  Jurisdiction.  Each of the parties hereto submits to the
jurisdiction of any state or federal court sitting in New York, New York, in
any action or proceeding arising out of or relating to this Agreement and
agrees that all claims in respect of the action or proceedings may be heard and
determined in any such court and hereby expressly submits to the personal
jurisdiction and venue of such court for the purposes hereof and expressly
waives any claim of improper venue and any claim that such courts are an
inconvenient forum.  Each of the parties
hereby irrevocably consent to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to its address
set forth in Section 4 of this Joinder, such service to become
effective 10 days after such mailing.


 


* * * * *


 

















 


IN WITNESS WHEREOF,
the parties hereto have executed this Joinder as of the date first above written.


 


	
   

  	
  RV ACQUISITION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: