CONSULTING AGREEMENTConsulting Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Iowa
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered as of October 2, 2016, by and between Winnebago Industries, Inc., (the “Parent Company”), and Ron Fenech (“Fenech”).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Delaware
This Non-competition, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of October 2, 2016 (the “Effective Date”), by and among (i) Octavius Corporation, a Delaware corporation (“Buyer”), (ii) Winnebago Industries, Inc., an Iowa corporation (“Parent”), (iii) Grand Design RV, LLC, an Indiana limited liability company (the “Company” and together with Buyer and Parent, also referred to herein as a “Protected Party” and the “Protected Parties”), and (iv) RDB III, Inc., an Indiana corporation (“RDB”), Ron Fenech (“R. Fenech”), Bill Fenech (“B. Fenech”), and Donald Clark (“D. Clark” and together with R. Fenech and B. Fenech, the “Shareholders”) (each party in this clause (iv), a “Restricted Party” and, collectively, the “Restricted Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Iowa
This Employment Agreement (“Agreement”) is entered into as of October 2, 2016, by and between Grand Design RV, LLC, an Indiana limited liability company (the “Company”), and Donald Clark (the “Executive”).
SECURITIES PURCHASE AGREEMENT by and among GRAND DESIGN RV, LLC, OCTAVIUS CORPORATION, WINNEBAGO INDUSTRIES, INC., SUMMIT PARTNERS GROWTH EQUITY FUND VIII-B, L.P., SUMMIT PARTNERS GROWTH EQUITY FUND VIII-A, L.P., SUMMIT PARTNERS ENTREPRENEUR ADVISORS...Securities Purchase Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Delaware
STANDSTILL AGREEMENTStandstill Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes
THIS STANDSTILL AGREEMENT (this “Agreement”), dated as of October 2, 2016 (the “Closing Date”), is entered into by and among each of the undersigned investors named on the signature page hereof (each individually, an “Investor” and collectively the “Investors” or “Investor Group”) and Winnebago Industries, Inc., an Iowa corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Purchase Agreement (as defined below).
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes
This letter agreement (this “Agreement”) is made by the undersigned pursuant to that certain Securities Purchase Agreement dated October 2, 2016 by and among Grand Design RV, LLC, Winnebago Industries, Inc., an Iowa corporation (“Parent”), Octavius Corporation, a Delaware corporation, the “Sellers” identified therein, and SP GE VIII-B GD RV Holdings, L.P. solely in its capacity as the Sellers’ Representative thereunder (the “Purchase Agreement”). Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Purchase Agreement.
NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Solicitation and Confidentiality Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Delaware
This NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of October 2, 2016 (the “Signing Date”), by and among (i) Octavius Corporation, a Delaware corporation (“Buyer”), (ii) Winnebago Industries, Inc., an Iowa corporation (“Parent”), (iii) Grand Design RV, LLC, an Indiana limited liability company (the “Company” and together with Buyer and Parent, also referred to herein as a “Protected Party” and the “Protected Parties”), (iv) Summit Partners Growth Equity Fund VIII-B, L.P., a Delaware limited partnership (“Blocker Seller”), and (v) Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P. and SP GE VIII-B GD RV Holdings, L.P. (collectively, the “Summit Sellers”) (each party in clause (iv) and this clause (v), a “Restricted Party” and, collectively, the “Restricted Parties”).
STANDSTILL AGREEMENTStandstill Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes
THIS STANDSTILL AGREEMENT (this “Agreement”), dated as of October 2, 2016, is entered into by and between Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC, Summit Investors I (UK), L.P. and SP GE VIII-B GD RV Holdings, L.P. (“Summit Group”) and Winnebago Industries, Inc., an Iowa corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the respective meanings set forth in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN WINNEBAGO INDUSTRIES, INC. AND THE SHAREHOLDERS PARTIES HERETORegistration Rights Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Delaware
