CWGS ENTERPRISES, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [•], 2016 (the “Effective Time”), is entered into by and among CWGS Enterprises, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ · ], 2016 by and among Camping World Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owners”).
TAX RECEIVABLE AGREEMENT by and among CAMPING WORLD HOLDINGS, INC. the several MEMBERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) and OTHER MEMBERS OF CWGS ENTERPRISES, LLC FROM TIME TO TIME PARTY HERETO Dated as of [ ], 2016Tax Receivable Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time ,this “Agreement”), dated as of [ ], 2016, is hereby entered into by and among Camping World Holdings, Inc., a Delaware corporation (the “Corporation”), CWGS Enterprises, LLC, a Delaware limited liability company (the “LLC”), each of the Members from time to time party hereto, and the Management Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
CAMPING WORLD HOLDINGS, INC. 2016 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
Camping World Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2016 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Option Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2013 (the “Effective Date”) between Good Sam Enterprises, LLC, a limited liability company (the “Company”) and Thomas F. Wolfe, a California resident (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 10th day of June, 2016 by and between BRENT MOODY, an Illinois resident (“Employee”), Camping World Holdings, Inc., a Delaware corporation (“Camping World”) and CWGS Enterprises, LLC, a Delaware limited liability company (the “Partnership” and, together with Camping World and any of the Affiliates of Camping World and the Partnership as may employ the Employee from time to time, and any successor(s) thereto, the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November [ ], 2011 between CWGS Enterprises, LLC, a Delaware limited liability company (“CWGS”), FreedomRoads, LLC, a Minnesota limited liability company (together with CWGS, the...Employment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
WHEREAS, CWGS was formed in connection with the consummation of the transactions contemplated by that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of February 15, 2011, by and among AGI Holding Corp., a Delaware corporation, CWGS Holding, LLC, a Delaware limited liability company (“Parent”), the Company, Stephen Adams, an individual (“Adams”), and CVRV Acquisition LLC (“Crestview”);
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Employment Agreement (the “Agreement”) is entered into on June 10, 2016, by and between Marcus Lemonis (the “Executive”) and Camping World Holdings, Inc., a Delaware corporation (“Camping World”) and CWGS Enterprises, LLC, a Delaware limited liability company (the “Partnership” and, together with Camping World and any of the Affiliates of Camping World and the Partnership as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of the 16th day of February, 2015 (the “Amendment Effective Date”) between Good Sam Enterprises, LLC, a limited liability company (the “Company”) and Thomas F. Wolfe, a California resident (“Employee”).
CAMPING WORLD HOLDINGS, INC. VOTING AGREEMENTVoting Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS VOTING AGREEMENT, dated as of [ · ], 2016 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among CAMPING WORLD HOLDINGS, INC., a Delaware corporation (the “Company”), CWGS Holdings, LLC, a Delaware limited liability company (“ML Acquisition”), ML RV Group, LLC, a Delaware limited liability company (“ML RV Group”), CVRV Acquisition II LLC, a Delaware limited liability company (“Crestview Class A Holder”), CVRV Acquisition LLC, a Delaware limited liability company (“Crestview Class B Holder”, and together with ML Acquisition, the “Original Members”) and CRESTVIEW ADVISORS L.L.C., a Delaware limited liability company (“Crestview”). Certain terms used in this Agreement are defined in Section 8.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 10th day of June, 2016, by and between Thomas F. Wolfe, a California resident (“Employee”), Camping World Holdings, Inc., a Delaware corporation (“Camping World”) and CWGS Enterprises, LLC, a Delaware limited liability company (the “Partnership” and, together with Camping World and any of the Affiliates of Camping World and the Partnership as may employ the Employee from time to time, and any successor(s) thereto, the “Company”).
FIRST AMENDEMNT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of the 1st day of January, 2011 among FREEDOMROADS, LLC, a Minnesota limited liability company (“FR”) and CWI, Inc., a Kentucky corporation (“Camping World” and together with FR, collectively, the “Company”), and BRENT MOODY, an Illinois resident (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of December, 2012 among FREEDOMROADS, LLC, a Minnesota limited liability company (the “Company”), and ROGER NUTTALL, an Illinois resident (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2010 among FREEDOMROADS, LLC, a Minnesota limited liability company (“FR”) and CWI, Inc., a Kentucky corporation (“Camping World” and together with FR, collectively, the “Company”), and BRENT MOODY, an Illinois resident (“Employee”).
